Exhibit 14.1

GOLF TRUST OF AMERICA, INC.        CODE OF CONDUCT AND ETHICS

Adopted
by the Board of Directors on February 9, 2004.

1.Purpose and Persons Covered.The purpose of this Code of Conduct and Ethics (this "Code") is:



This
Code applies to all directors, officers and employees of the Company, including the principal executive officer, the principal financial officer, principal accounting officer and
the controller of GTA, and persons performing similar functions (collectively, "Affected Persons").

2.Introduction.Honesty and integrity are the cornerstone of the Company's corporate values. Because of these
corporate values, we pride ourselves on maintaining the highest standards of ethics and conduct in all of our business relationships. This Code covers a wide range of business practices and procedures
and applies to all Affected Persons in their conduct of the business and affairs of the Company. The Code does not cover every possible issue, but it sets forth basic principles to guide decisions.
All of the Affected Persons must conduct themselves in accordance with this Code and seek to avoid the appearance of improper behavior.

This
Code is intended to meet the standards for a code of ethics under the Sarbanes-Oxley Act of 2002, as amended, the Securities Exchange Act of 1934, as amended, and for a code of
conduct and ethics under the AMEX rules and regulations.

3.Compliance with Laws, Rules and Regulations.



As
a public reporting company, GTA is subject to regulation by the SEC and AMEX, and must comply with Federal securities laws and regulations, as well as state and local laws.
Accordingly, the

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Company
expects Affected Persons to comply with the spirit and the letter of these laws and regulations.

4.Conflicts of Interest and Corporate Opportunities.All Affected Persons should avoid creating any new
conflict of interest with regard to the Company's interests. A "conflict of interest" occurs when an individual's private interest interferes with the interests of the Company. A conflict can arise
when an Affected Person has interests or takes actions that may make it difficult to perform Company work objectively and effectively. Conflicts of interest also may arise when an Affected Person, or
a member of an Affected Person's family, receives improper benefits as a direct result of the applicable Affected Person's position in the Company, whether received from the Company or a third party.

Avoidable
conflicts of interest are prohibited as a matter of Company policy, and any potential conflict of interest should be disclosed to and reviewed by a member of the Compliance
Committee, who will attempt to find ways to reduce or eliminate the conflict and, in the case of unavoidable conflicts, to monitor them to ensure that the Company's interests are protected. Conflicts
of interest might not always be evident, and Affected Persons should consult with a Compliance Committee member or Counsel if such Affected Persons are uncertain about any situation.



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5.Confidentiality.Affected Persons must maintain the confidentiality of sensitive business or other
information entrusted to them by the Company, except when disclosure is authorized by the Company or legally required. Confidential information includes all non-public information that might be of use
to competitors or harmful to the Company if disclosed. This obligation is in addition to the requirements of any confidentiality agreement that Affected Persons may have entered into with the Company.
The obligation to preserve confidential information continues even after employment ends; except as otherwise provided in employment or related agreements executed prior to the Effective Date.
Whenever possible, Affected Persons should consult with Counsel if such Affected Persons believe there is a legal obligation to disclose confidential information.

6.Fair Dealing.



7.Protection and Proper Use of Company Assets.



8.Full, Fair, Accurate, Timely and Understandable Disclosures.



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9.Reporting and Enforcement Mechanisms.The Company encourages employees to talk to supervisors, managers or
other appropriate personnel about any behavior that they believe is illegal or unethical. All employees should report actual and suspected violations of laws, rules, regulations or this Code to the
Compliance Officer or Counsel, as applicable. If employees do not believe it appropriate or are not comfortable approaching the Compliance Officer about their concerns, then they may contact another
member of the Compliance Committee, Counsel or the then Chairman of the Audit Committee. Officers and directors of the Company should also report actual and suspected violations of laws, rules,
regulations or this Code to a disinterested member of the Compliance Committee, Counsel or the then Chairman of the Audit Committee. If the concerns of any such Affected Persons require
confidentiality, and they so request confidentiality, then the Company will endeavor to protect this confidentiality (unless the Affected Person is reporting such person's own wrongdoing), subject to
applicable law, regulation or legal proceedings.

10.Policy Against Retaliation.The Company will not tolerate retaliation in any form against any person who in
good faith reports suspected violations of this Code or any laws, rules or regulations, voices other ethical concerns, or who is involved on the Company's behalf in investigating or helping to resolve
any such issue. Anyone found to have retaliated against any Affected Person for any such conduct may be subject to discipline, including termination. If an Affected Person of the Company believes such
Affected Person has been subjected to such retaliation, such Affected Person should report the situation as soon as possible to the Compliance Officer, Counsel or the then Chairman of the Audit
Committee.

11.No Rights Created.This Code is a statement of certain fundamental principles, policies and procedures that
govern Affected Persons, and is specifically applicable to the principal executive officer, principal financial officer, principal accounting officer and controller of GTA or persons performing
similar functions in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, lessee, competitor, stockholder or any other person or entity.

12.Penalties For Violations.The Company is committed to taking prompt and consistent action in response to
violations of this Code. Any Affected Person who violates this Code is subject to disciplinary action, including termination. The Company will promptly investigate reports of suspected violations. It
will evaluate suspected violations on a case-by-case basis and apply an appropriate sanction, including, in its sole discretion, reporting the violation to outside authorities.

13.Waiver of the Code; Amendments.Only GTA's Board of Directors may waive the application of or amend any
provision of this Code. A request for such a waiver should be submitted in writing to GTA's Board of Directors, or a Committee of such Board of Directors designated for this purpose by the Board (as
may be applicable), for its consideration. GTA will publicly disclose all amendments to, and waivers of, this Code that are required to be so disclosed, in accordance with applicable securities laws
and the rules and regulations of the SEC and AMEX.

14.Acknowledgement.Affected Persons may be asked annually to sign a statement affirming that they have read
and understood this Code and that they are in compliance with this Code.

15.Conflicts.To the extent that an Affected Person has entered into an agreement ("Prior Agreement") with the
Company prior to the Effective Date respecting employment matters, confidentiality issuers or other matters addressed herein, the provisions of any such Prior Agreement shall supercede the provisions
of this Code in the event of a conflict with respect to the counter-party thereto.

16.Effective Date.This Code shall be of full force and effect from and after the date set forth above (the
"Effective Date"), the same may be modified pursuant to the terms hereof.

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