EXHIBIT 14.1


                               ATEL CAPITAL GROUP

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

A. SCOPE.

This ATEL Capital Group Code of Ethics is applicable to the ATEL Capital Group's
Chief  Executive  Officer,  Chief  Financial  Officer  and the Chief  Accounting
Officer,  or  persons  acting  in  such  capacity   (collectively  the  "Covered
Officers"),  each of whom acts in such capacity on behalf of its affiliate, ATEL
Financial  Services,  LLC, which is the general partner or manager,  as the case
may  be,  of each of the  public  limited  partnerships  and  limited  liability
companies sponsored by the Company.  ATEL Capital Group is referred to herein as
the  "Company,"  ATEL  Financial  Services,  LLC is referred to as "AFS" and the
sponsored limited  partnerships and limited liability  companies are referred to
herein as the "Funds" and each of them as a "Fund."  The board of  directors  of
ATEL Leasing Corporation ("ALC"), an affiliate of the Company that serves as the
managing member of ATEL Financial Services,  LLC, ("AFS") the manager or general
partner of each of the Funds,  is the first  board of  directors  in  management
succession for each Fund.

Accordingly,  under the Securities and Exchange  Commission's  interpretation of
its disclosure rules, the ATEL Leasing  Corporation board of directors functions
as the de facto audit committee for each Fund with respect to all procedural and
disclosure  requirements  applicable to audit  committees  under  Securities and
Exchange Commission rules. The Company's Board of Directors shall have oversight
responsibility  over the  activities of ALC's Board of Directors for purposes of
this Code of Ethics.

B. PURPOSE.

The  Company  is proud of the  values  with  which it and its  subsidiaries  and
affiliates  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.  This Code of Ethics is  intended  to  augment  and  supplement  the
standard of ethics and business conduct expected of all Company  employees,  and
its  limitation to Covered  Officers is not intended to limit the  obligation of
all Company  employees to adhere to the highest standards of business ethics and
integrity in all transactions and interactions  conducted while in the Company's
employ.

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.

2. Conflicts of Interest.

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  its
subsidiaries and affiliates,  including the Funds, and any personal  activities,
investments,  or associations that might give rise to such conflicts. They shall
not  compete  with or use the  Company,  any of its  subsidiaries  or a Fund for
personal gain, self-deal,  or take advantage of corporate or Fund opportunities.
They shall act on behalf of the  Company,  its  subsidiaries  and the Funds 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 a member of the Company's
Board of Directors.  The board of directors of ATEL Leasing Corporation ("ALC"),
an affiliate of the Company that serves as the managing member of ATEL Financial
Services,  LLC,  ("AFS") the manager or general partner of each of the Funds, is
the first board of directors in management succession for each Fund.



                                       1
<PAGE>

Notwithstanding  the  foregoing,  it is  understood,  as fully  disclosed in the
offering  documents for each Fund, that AFS as manager or general partner of the
Fund has certain inherent  conflicts of interest.  The provisions of each Fund's
Operating  Agreement  or  Limited  Partnership  Agreement  have been  drafted to
address the obligations, restrictions and limitations on the power and authority
of AFS to manage each Fund's  affairs,  including  restrictions  prohibiting  or
limiting the terms of any transactions in which conflicts of interest may arise.
Furthermore,  AFS has a  fiduciary  duty to each Fund as its  manager or general
partner.  It is therefore  expressly  understood  by the Company and the Covered
Officers that any and all actions by AFS and its personnel  that comply with the
provisions of a Fund's Operating Agreement or Limited Partnership Agreement,  as
the case may be, and are consistent  with AFS's fiduciary duty to the Fund, will
not  be  considered   material   transactions  or  relationships  which  require
disclosure or reporting under this Code of Ethics.

3. Timely and Truthful Disclosure.

In reports and documents  filed with or submitted to the Securities and Exchange
Commission and other  regulators by the Company,  its subsidiaries or affiliates
or a  Fund,  and  in  other  public  communications  made  by the  Company,  its
subsidiaries  or  affiliates  or  a  Fund,  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,  any of its  subsidiaries' or
affiliates' or a Fund's independent public auditors or investors.

4. Legal Compliance.

In conducting the business of the Company,  its  subsidiaries and affiliates and
the Funds, 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,  any of its  affiliates  or
subsidiaries  or  a  Fund  does  business,  as  well  as  applicable  rules  and
regulations of  self-regulatory  organizations of which the Company,  any of its
affiliates  or  subsidiaries  or a Fund is a member.  If the Covered  Officer is
unsure  whether a particular  action would violate an applicable  law,  rule, or
regulation,  he or she should seek the advice of inside counsel (if  available),
and, where necessary, outside counsel 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 the 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 this Code of Ethics. The Company's General Counsel will investigate
reports of violations and the findings  communicated  to the Company's  Board of
Directors.

2. Accountability for Violations.

If the Company's Board of Directors 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, its subsidiaries, affiliates or a Fund.




                                       2