APOLLO INVESTMENT CORPORATION
                               (THE "CORPORATION")

                                 CODE OF CONDUCT



I.        Covered Persons/Purpose of the Code

     This code of conduct (this "Code") for the Corporation applies to the
Corporation's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions (collectively, the "Covered Officers"), as well as directors,
officers, and employees (collectively with the Covered Officers, the "Covered
Persons") for the purpose of promoting:

     o    honest and ethical conduct, including the ethical handling of actual
          or apparent conflicts of interest between personal and professional
          relationships;

     o    full, fair, accurate, timely and understandable disclosure in reports
          and documents that a registrant files with, or submits to, the
          Securities and Exchange Commission ("SEC") or the NASDAQ National
          Market, and in other public communications made by the Corporation;

     o    compliance with applicable laws and governmental rules and
          regulations;

     o    the prompt internal reporting of violations of the Code to an
          appropriate person or persons identified in the Code; and

     o    accountability for adherence to the Code.

     Each Covered Person should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.

II.       Covered Persons Should Handle Ethically Actual and Apparent Conflicts
          of Interest

     Overview. A "conflict of interest" occurs when a Covered Person's private
interest interferes with the interests of, or his/her service to, the
Corporation. For example, a conflict of interest would arise if a Covered
Person, or a member of his/her family, receives improper personal benefits as a
result of his/her position in the Corporation.

     Certain conflicts of interest arise out of the relationships between
Covered Persons and the Corporation and already are subject to conflict of
interest provisions in the Investment Company Act of 1940, as amended (the
"Investment Company Act"). For example, Covered Officers may not individually
engage in certain transactions (such as the purchase or sale of securities or
other property) with the Corporation because of their status as "affiliated
persons" of the Corporation. The Corporation's compliance programs and
procedures are designed to prevent, or identify and correct, violations of these
provisions.

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     Each Covered Officer is an employee of a service provider ("Service
Provider") to the Corporation. Although typically not presenting an opportunity
for improper personal benefit, conflicts arise from, or as a result of, the
contractual relationship between the Corporation and the Service Providers of
which the Covered Officers are also officers or employees. As a result, this
Code recognizes that the Covered Officers will, in the normal course of their
duties (whether formally for the Corporation or for the Service Provider of
which the Covered Officer is an employee, or for both), be involved in
establishing policies and implementing decisions which will have different
effects on the Service Provider and the Corporation. The participation of the
Covered Officers in such activities is inherent in the contractual relationship
between the Corporation and the Service Provider and is consistent with the
performance by the Covered Officers of their duties as officers of the
Corporation. Thus, if performed in conformity with the provisions of the
Investment Company Act, such activities will be deemed to have been handled
ethically. In addition, it is recognized by the Board of Directors that the
Covered Officers may also be or in the future become officers or employees of
one or more other investment companies covered by this or other Codes.

     Other conflicts of interest are covered by the Code, even if such conflicts
of interest are not subject to provisions in the Investment Company Act. The
following list provides examples of conflicts of interest under the Code, but
Covered Persons should keep in mind that these examples are not exhaustive. The
overarching principle is that the personal interest of a Covered Person should
not be placed improperly before the interest of the Corporation.

                                     * * * *

     Each Covered Person must:

     o    not use his personal influence or personal relationships improperly to
          influence investment decisions or financial reporting by the
          Corporation whereby the Covered Person would benefit personally to the
          detriment of the Corporation;

     o    not cause the Corporation to take action, or fail to take action, for
          the individual personal benefit of the Covered Person rather than for
          the benefit of the Corporation; and

     o    not use material non-public knowledge of portfolio transactions made
          or contemplated for the Corporation to trade personally or cause
          others to trade personally in contemplation of the market effect of
          such transactions.

     There are some conflict of interest situations that may be discussed with
the Corporation's Chief Compliance Officer if material. Examples of these
include:1

     o    service as a director on the board of any public or private company;

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1         Any activity or relationship that would present a conflict for a
          Covered Person would likely also present a conflict for the Covered
          Person if a member of the Covered Person' s family engages in such an
          activity or has such a relationship.

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     o    the receipt of any non-nominal gifts from any person or company with
          which the Corporation has current or prospective business dealings.
          For purposes of this Code, "non-nominal" are those gifts in excess of
          the current National Association of Securities Dealers limit of $100;

     o    the receipt of any entertainment from any company with which the
          Corporation has current or prospective business dealings, unless such
          entertainment is business-related, reasonable in cost, appropriate as
          to time and place, and not so frequent as to raise any question of
          impropriety;

     o    any ownership interest in, or any consulting or employment
          relationship with, any of the Corporation's service providers, other
          than its investment adviser, subadviser, principal underwriter,
          administrator or any affiliated person thereof and the Service
          Provider of which such Covered Person is an employee; and

     o    a direct or indirect financial interest in commissions, transaction
          charges or spreads paid by the Corporation for effecting portfolio
          transactions or for selling or repurchasing shares other than an
          interest arising from the Covered Person's employment, such as
          compensation or equity ownership.

III.      Disclosure & Compliance

     o    Each Covered Person should be familiar with the disclosure
          requirements generally applicable to the Corporation;

     o    each Covered Person should not knowingly misrepresent, or cause others
          to misrepresent, facts about the Corporation to others, whether within
          or outside the Corporation, including to the Corporation's directors
          and auditors, and to governmental regulators and self-regulatory
          organizations;

     o    each Covered Person should, to the extent appropriate within his area
          of responsibility, consult with other officers and employees of the
          Corporation and the Corporation's adviser or subadviser with the goal
          of promoting full, fair, accurate, timely and understandable
          disclosure in the reports and documents the Corporation files with, or
          submits to, the SEC and in other public communications made by the
          Corporation; and

     o    it is the responsibility of each Covered Person to promote compliance
          with the standards and restrictions imposed by applicable laws, rules
          and regulations.

IV.       Reporting and Accountability

     Each Covered Person must:

     o    upon adoption of the Code (or thereafter as applicable, upon becoming
          a Covered Person), affirm in writing to the Board that he has
          received, read, and understands the Code;

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     o    annually thereafter affirm to the Board that he has complied with the
          requirements of the Code;

     o    not retaliate against any employee or Covered Person or their
          affiliated persons for reports of potential violations that are made
          in good faith;

     o    notify the Chief Compliance Officer of the Corporation promptly if he
          knows of any violation of this Code. Failure to do so is itself a
          violation of this Code; and

     o    report at least annually any change in his affiliations from the prior
          year.

     The Chief Compliance Officer is responsible for applying this Code to
specific situations in which questions are presented under it and has the
authority to interpret this Code in any particular situation. However,
notwithstanding the foregoing, the Audit Committee (the "Committee") is
responsible for granting waivers2 and determining sanctions, as appropriate, and
any approvals, interpretations or waivers sought by the Corporation's principal
executive officers or directors will be considered by the Committee.

     The Corporation will follow these procedures in investigating and enforcing
this Code:

     o    the Chief Compliance Officer will take any action he considers
          appropriate to investigate any actual or potential violations reported
          to him;

     o    if, after such investigation, the Chief Compliance Officer believes
          that no violation has occurred, the Chief Compliance Officer shall
          meet with the person reporting the violation for the purposes of
          informing such person of the reason for not taking action;

     o    any matter that the Chief Compliance Officer believes is a violation
          will be reported to the Committee;

     o    if the Committee concurs that a violation has occurred, it will inform
          and make a recommendation to the Board, which will consider
          appropriate action, which may include review of, and appropriate
          modifications to, applicable policies and procedures; notification to
          appropriate personnel of the Service Provider of which such Covered
          Person is an employee or its board; a recommendation to such Service
          Provider to dismiss the Covered Person; or dismissal of the Covered
          Person as an officer of the Corporation;

     o    the Committee will be responsible for granting waivers, as
          appropriate; and

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2         Instruction 2 to Item 10 of Form 8-K defines "waiver" as "the approval
          by the registrant of a material departure from a provision of the code
          of conduct" and "implicit waiver," which must also be disclosed, as
          "the registrant's failure to take action within a reasonable period of
          time regarding a material departure from a provision of the code of
          conduct that has been made known to an executive officer" of the
          registrant.

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     o    any changes to or waivers of this Code will, to the extent required,
          be disclosed as provided by SEC rules.

     The Committee, in determining whether waivers should be granted and whether
violations have occurred, and the Chief Compliance Officer, in rendering
decisions and interpretations and in conducting investigations of potential
violations under the Code, may, at their discretion, consult with such other
persons as they may determine to be appropriate, including, but not limited to,
a senior legal officer of the Corporation or its adviser or its subadviser,
counsel to the Corporation or the Service Provider, independent auditors or
other consultants, subject to any requirement to seek pre-approval from the
Corporation's Committee for the retention of independent auditors to perform
permissible non-audit services.

V.        Waivers

     An executive officer or director may request a waiver of any of the
provisions of this Code by submitting a written request for such waiver to the
Committee setting forth the basis for such request and explaining how the waiver
would be consistent with the standards of conduct described herein. The
Committee shall review such request and make a determination thereon in writing,
which shall be binding.

     In determining whether to waive any provisions of this Code, the Committee
shall consider whether the proposed waiver is consistent with honest and ethical
conduct.

     The Chief Compliance Officer shall submit an annual report to the Board
regarding waivers granted.

VI.       Other Policies and Procedures

     This Code shall be the sole code of conduct adopted by the Corporation for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to it thereunder and the sole code of conduct adopted by the
Corporation under Rule 4350(n) of the National Association of Securities
Dealers' listing standards. Insofar as other policies or procedures of the
Corporation, the Corporation's adviser, sub-adviser, principal underwriter, or
the Service Providers govern or purport to govern the behavior or activities of
the Covered Persons who are subject to this Code, they are superseded by this
Code to the extent that they overlap or conflict with the provisions of this
Code. The codes of ethics of the Corporation and their investment adviser,
subadviser, principal underwriter and Service Providers under Rule 17j-1 under
the Investment Company Act are separate requirements applying to the Covered
Officers and others, and are not part of this Code.

VII.      Amendments

     Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Corporation's board, including a
majority of independent directors.

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VIII.     Confidentiality

     All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the Board and its counsel, the investment adviser
and its counsel, the Service Provider of which such Covered Person is an
employee or independent auditors or other consultants referred to in Section IV
above.

IX.       Internal Use

     The Code is intended solely for the internal use by the Corporation and
does not constitute an admission, by or on behalf of any person, as to any fact,
circumstance, or legal conclusion.

Date:  March 8, 2004

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