1                                                         Exhibit 14.1


                          USA REAL ESTATE INVESTMENT TRUST
                                    CODE OF ETHICS



     1.  Trustees and officers should always act in the Trust's best interests.

     2.  Trustees and officers should avoid any conflicts of interests with the
         Trust.

     3.  Trustees and officers should avoid the personal use of Trust assets.

     4.  Trustees and officers should maintain the confidentiality of the
         proprietary information of the Trust.

     5.  Any Trustee or officer who believes that there has been a violation of
         this code of ethics should report it immediately to the Audit
         Committee.