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                                  Exhibit 14.1

                                 CODE OF ETHICS
                                       FOR
                            SENIOR FINANCIAL OFFICERS

Section 1.        PURPOSE.

                  The Board of Directors (the "Board") of Asta Funding, Inc.
(the "Company") has adopted the following Code of Ethics (the "Code") to apply
to the Company's Chief Executive Officer; Chief Financial Officer; Chief
Accounting Officer; Controller; and Treasurer (the "Senior Financial Officers").
This Code is intended to focus Senior Financial Officers on areas of ethical
risk, provide guidance to help them recognize and deal with ethical issues,
provide mechanisms to report unethical conduct, foster a culture of honesty and
accountability, deter wrongdoing and promote fair and accurate disclosure and
financial reporting.


                  No code or policy can anticipate every situation that may
arise. Accordingly, this Code is intended to serve as a source of guiding
principles. Senior Financial Officers are encouraged to bring questions about
particular circumstances that may involve one or more of the provisions of this
Code to the attention of the Chair of the Audit Committee, who may consult with
inside or outside legal counsel as appropriate.

Section 2.        INTRODUCTION

                  Each Senior Financial Officer is expected to adhere to a high
standard of ethical conduct. The good name of the Company depends on the way
Senior Financial Officers conduct business and the way the public perceives that
conduct. Unethical actions, or the appearance of unethical actions, are not
acceptable. Senior Financial Officers are expected to be guided by the following
principles in carrying out their responsibilities.

         -        Loyalty. Senior Financial Officers should not be, or appear to
                  be, subject to influences, interests or relationships that
                  conflict with the best interests of the Company.

         -        Compliance with Applicable Laws. Senior Financial Officers are
                  expected to comply with all laws, rules and regulations
                  applicable to the Company's activities.

         -        Observance of Ethical Standards. Senior Financial Officers
                  must adhere to high ethical standards in the conduct of their
                  duties. These include honesty and fairness.


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Section 3.        INTEGRITY OF RECORDS AND FINANCIAL REPORTING.

                  Senior Financial Officers are responsible for the accurate and
reliable preparation and maintenance of the Company's financial records.
Accurate and reliable preparation of financial records is of critical importance
to proper management decisions and the fulfillment of the Company's financial,
legal and reporting obligations. Diligence in accurately preparing and
maintaining the Company's records allows the Company to fulfill its reporting
obligations and to provide stockholders, governmental authorities and the
general public with full, fair, accurate, timely and understandable disclosure.
Senior Financial Officers are responsible for establishing and maintaining
adequate disclosure controls and procedures, and internal controls and
procedures, including procedures that are designed to enable the Company to: (a)
accurately document and account for transactions on the books and records of the
Company; and (b) maintain reports, vouchers, bills, invoices, payroll and
service records, business measurement and performance records and other
essential data with care and honesty.

                  Senior Financial Officers shall immediately bring to the
attention of the Audit Committee any information they may have concerning:

         (a) Defects, deficiencies, or discrepancies related to the design or
operation of internal controls which may affect the Company's ability to
accurately record, process, summarize, report and disclose its financial data or

         (b) Any fraud, whether or not material, that involves management or
other employees who have roles in the Company's financial reporting, disclosures
or internal controls.

Section 4.        CONFLICT OF INTEREST.

                  Senior Financial Officers must avoid any conflicts of interest
between themselves and the Company. Any situation that involves, or may involve,
a conflict of interest with the Company, should be disclosed promptly to the
Chair of the Audit Committee, who may consult with inside or outside legal
counsel as appropriate.

                  A "conflict of interest" can occur when an individual's
personal interest is adverse to - or may appear to be adverse to - the interests
of the Company as a whole. Conflicts of interest also arise when an individual,
or a member of his or her family, receives improper personal benefits as a
result of his or her position with the Company.

                  This Code does not attempt to describe all possible conflicts
of interest which could develop. Some of the more common conflicts from which
Senior Financial Officers must refrain, however, are set forth below:

         -        Improper conduct and activities. Senior Financial Officers may
                  not engage in any conduct or activities that are inconsistent
                  with the Company's best interests or that disrupt or impair
                  the Company's relationship with any person or entity with
                  which the Company has, or proposes to enter into, a business
                  or contractual relationship.

         -        Compensation from non-Company sources. Senior Financial
                  Officers may not accept compensation for services performed
                  for the Company from any source other than the Company. Senior
                  Financial Officers should obtain the approval of the Audit
                  Committee prior to accepting any paid employment or consulting
                  position with another entity.

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         -        Gifts. Senior Financial Officers and members of their
                  immediate families may not accept gifts from persons or
                  entities where any such gift is being made in order to
                  influence their actions in their position with the Company, or
                  where acceptance of the gifts could create the appearance of a
                  conflict of interest.

         -        Personal use of Company assets. Senior Financial Officers may
                  not use Company assets, labor or information for personal use,
                  other than incidental personal use, unless approved by the
                  Chair of the Audit Committee or as part of a compensation or
                  expense reimbursement program.

         -        Financial Interests in other Businesses. Senior Financial
                  Officers should avoid having an ownership interest in any
                  other enterprises, such as a customer, supplier or competitor,
                  if that interest compromises the officer's loyalty to the
                  Company.

Section 5.        CORPORATE OPPORTUNITIES.

Senior Financial Officers are prohibited from: (a) taking for themselves
personally opportunities related to the Company's business without first
presenting those opportunities to the Company and obtaining approval from the
Board; (b) using the Company's property, information, or position for personal
gain; or (c) competing with the Company for business opportunities.

Section 6.        CONFIDENTIALITY.

                  Senior Financial Officers should maintain the confidentiality
of information entrusted to them by the Company and any other confidential
information about the Company, its business or finances, customers or suppliers
that comes to them, from whatever source, except when disclosure is authorized
or legally mandated. For purposes of this Code, "confidential information"
includes all non-public information relating to the Company, its business or
finances, customers or suppliers.

Section 7.        COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

Senior Financial Officers shall comply with laws, rules and regulations
applicable to the Company, including insider trading laws, and all other Company
policies. Transactions in Company securities are governed by the Company's
Insider Trading Policy.

Section 8.        ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL
                  BEHAVIOR.

                  Senior Financial Officers must promote ethical behavior and
create a culture of ethical compliance. Senior Financial Officers should foster
an environment in which the Company: (a) encourages employees to talk to
supervisors, managers and other appropriate personnel when in doubt about the
best course of action in a particular situation; (b) encourages employees to
report violations of laws, rules and regulations to appropriate personnel; and
(c) informs employees that the Company will not allow retaliation for reports
made in good faith.

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Section 9.        CONCLUSION.

                  Senior Financial Officers should communicate any suspected
violations of this Code promptly to the Chair of the Audit Committee. The Board
or a person or persons designated by the Board will investigate violations, and
appropriate disciplinary action will be taken by the Board in the event of any
violation of the Code, up to and including termination. Only the Audit Committee
may grant any waivers of this policy.