Exhibit
      11

---



Back to Contents







CODE
      OF BUSINESS CONDUCT

INTRODUCTION

Courage,
      integrity, commitment, consideration for others and an overriding concern
      for the groups interests are the foundations of Lafarge. Every employee
      and officer is expected to demonstrate her/his commitment to these values.
      This is the Lafarge way of building trust at all levels of the organization.
      Extract of the Principles of Action

In furtherance of
    the Principles of Action, this code of business conduct is designed to set
    certain standards of conduct for all employees and officers of the Lafarge
    group as well as all persons that provide goods and services on behalf of
    the Group or its various entities such as representatives, agents and consultants.
    These rules do not cover every issue that may arise but set out basic principles
    to guide all employees and officers in carrying out their business duties.
    These rules are to be adapted, as the case may be, depending on local laws
    and regulations or should local codes of business conduct apply. However,
    if a local custom or policy conflicts with the Code, the employee or officer
    must comply with the Code. If any aspect of the Code is unclear or is not
    precise enough, the employee should ask her/his supervisor as to how to handle
    the situation. Finally, because certain principles set out in the Code are
    derived from legal and regulatory duties, failure to comply with certain
    aspects of the Code could subject the offender to civil or even criminal
    liability.

All employees and
    officers, whatever their position, must comply, within the limits of their
    duties, with the rules set forth below, that form part of their normal duties
    of loyalty and good faith, and ensure that they are also complied with by
    all persons in their teams or under their supervision.

|                                                         |                                                                    | Page
|-------------------------------------------------------- | ------------------------------------------------------------------ | ----
|                                                         |                                                                    |     
|Compliance
          with laws and regulations           | 2                                                                 
|                                                         | –    General                                                       | 2   
|                                                         | –    Compliance
          with competition and trade laws          | 2   
|                                                         | –    Compliance
          with the laws on corruption              | 3   
|                                                         | –    Compliance
          with the laws on insider trading         | 3   
|Preventing
          conflicts of interest               | 4                                                                 
|                                                         | –    Relationships
          with a competitor, client or supplier | 4   
|                                                         | –    Payments,
          gifts and benefits                        | 4   
|                                                         | –   Political
          involvement                                | 4   
|Attention
          to people and the environment        | 5                                                                 
|                                                         | –   Health
          and safety                                    | 5   
|                                                         | –   Preventing
          discriminatory actions and harassment     | 5   
|                                                         | –   Environment                                                    | 5   
|Protection
          of the Groups assets               | 6                                                                 
|                                                         | –   Accuracy
          and protection of information               | 6   
|                                                         | –   Protection
          of the Groups assets and resources       | 6   
|Fairness
          in financial reporting                | 7                                                                 
|Importance
          of internal controls/internal audit | 8                                                                 
|Implementation
          of procedures and violations    | 9                                                                 
|                                                         | –   Implementation                                                 | 9   
|                                                         | –   Alertness                                                      | 9   
|                                                         | –   Recommended
          approach in case of doubt                | 9   
|                                                         | –   Violations
          of the Code                               | 10  
|                                                         |                                                                    |     

---





Back to Contents



COMPLIANCE
      WITH LAWS AND REGULATIONS

General

Compliance with
    the law is the basic principle underlying the Groups policies. All
    employees and officers are expected to respect and comply with laws and regulations
    that apply to her/him.

As a result of its
    presence in a large number of countries throughout the world, the Groups
    operations are subject to the laws and regulations of many countries and
    supranational organizations such as the European Union. As Lafarge is a corporation
    organized in France and listed both in France and in the United States, the
    laws of France and/or the United States may at times extend to all the Groups
    entities in addition to laws that would apply locally. Furthermore, the Group
    has taken certain commitments at an international level in relation to compliance
    and promotion of guidelines such as the protection of human rights, freedom
    of association, elimination of forced labor, abolition of child labor, elimination
    of discrimination in the field of labor and sustainable development.

Although not all
    employees and officers are expected to be specialized in the various laws
    and regulations that apply to her/his business activities, it is important
    to know enough to determine when to seek advice from colleagues or third
    parties.

Beyond compliance
    with the relevant laws and regulations, all employees and officers are expected
    to, carry out their duties with integrity and meet the highest standards
    of professional conduct in their dealings with the Groups clients,
    suppliers, governmental bodies or partners. Employees and officers should
    ensure that all partners and suppliers are treated with fairness, with selection
    criteria being objective and transparent such as quality, cost or delivery
    deadlines with respect to a supplier.

Compliance
      with competition and trade laws

Competition is necessary
    to achieve economic efficiency and constitutes as such a key element of free
    enterprise which the Group believes in. Most countries have implemented competition
    laws that prohibit unfair practices such as collusion,
    unfair market domination, dumping Lafarge has defined a Group policy
    on competition and trade issues that complies with the relevant regulations
    applicable in the various countries where it operates. These policies summarize
    the competition and trade rules that exist in the main parts of the world,
    sets out the Groups resulting principles and strategies and includes
    training programs and reviews as to whether the activities carried out by
    Group entities are in compliance with the laws. A summary of the main competition
    and trade rules is available on the www.lafarge.com website.
    In case of breach, legal action could be taken against the relevant employees
    and officers in accordance with applicable laws and regulations. All employees
    and officers involved in competition and trade issues must inform themselves
    as to the Groups policies on competition and trade laws and abide by
    such policies during her/his business activities. Each employee and officer
    must refer to the relevant supervisors any inquiries relating to the implementation
    of such policies in individual situations and inform promptly the Group Legal
    Department should they receive any notice or other communication from an
    authority in charge of competition laws issues in a given country or under
    a supranational organization.

2

---



Back to Contents



Compliance
      with laws on corruption

It is prohibited
    for any person to offer, promise or give any undue pecuniary or other advantage,
    whether directly or through intermediaries, to a public and/or private official,
    in order to obtain a favorable treatment or to influence the outcome of a
    negotiation in which the Group is interested. Doing so is illegal in most
    countries and would be violating the international convention on combating
    bribery of foreign public officials in force in many countries. An employee
    or officer who commits bribery while on duty could be subject to criminal
    penalties and termination of her/his employment.

Compliance
      with laws on insider trading

Any non-public information
    which might influence the market price of Lafarge shares should be kept in
    strict confidence until publicly released by authorized persons in accordance
    with applicable stock exchange regulations. Any employee or officer who has
    access to non-public information which could influence the price of Lafarge
    shares must keep such information confidential and refrain from carrying
    out any transaction in such shares whether for her/his own account or for
    the account of a third person. To use non-public information for personal
    financial benefit or to "tip" others who might make an investment decision
    on the basis of this information is not only contrary to the Groups
    rules of conduct but also illegal. Rules on insider trading extend to all
    transactions in shares or other securities of Group companies that are listed
    on a stock exchange, subject to any specific rules that may be applicable
    on such stock exchanges or published by such companies.

As part of the Groups
    policy on insider trading, directors, employees and officers who as a result
    of their duties may have access to privileged information are required to
    sign a specific undertaking to comply with the regulations in this respect
    applying to the Group entities.

3

---





Back to Contents



PREVENTING
      CONFLICTS OF INTEREST



Relationships
      with a competitor, client or supplier

A conflict of interest
    exists when a persons private interest is in conflict with the interests
    of the Company in a given professional engagement. Conflicts of interest
    arise when an employee, an officer or one of their family members has a business
    relationship with a competitor, client or supplier of the Group in the context
    of the negotiation or performance of an agreement or in carrying out an assignment
    for a Group entity. To receive advances, loans, guarantees or services in
    order to influence a decision to be taken by the Group would also constitute
    a conflict of interest, as well as for an employee or officer to work simultaneously
    for a competitor, client or supplier or to hold significant interests in
    such companies. Each employee and officer must prevent conflicts of interest
    situations by avoiding permanent financial interest with a competitor, client
    or supplier of the Group outside of its professional activities.

As Conflicts of
    interest are not always clear-cut, each employee or officer should consult
    with the Chief Legal Counsel of her/his Business Unit, Division or at Corporate
    level in case of doubt in a given situation.

Payments,
      gifts and benefits

No gift, payment
    or other benefit should be received by an employees and officers from a competitor,
    client or supplier of the Group. However, to receive gifts that are not excessive
    in value, do not constitute cash gifts, are consistent with customary business
    practices and do not violate any laws or regulations is permitted.

Political
      involvement

The Group respects
    the fact that its employees and officers, in their capacity as citizens,
    participate or may wish to participate in community activities All relevant
    employees and officer should however avoid to morally or financially commit
    the Group in these activities. Furthermore, an employee or officer who happens
    to be involved in decisions to be taken by a State, a governmental agency
    or a public body must refrain from taking part in a decision of that body
    that affects the Group (such as the granting of a license, an authorization
    or a procurement contract).

4

---





Back to Contents



ATTENTION
      TO PEOPLE AND THE ENVIRONMENT

Health and
      safety

To ensure the health
    and safety of its employees and officers is a Group priority. All employees
    and officers are entitled to work in a safe and healthy environment and are
    expected to participate in such efforts by acting in a responsible manner.
    The Groups Heath and Safety Policy applies to all of its employees,
    officers, sub-contractors and other third party service providers. Such Policy
    is managed and monitored actively so as to improve the safety and health
    conditions of its employees, officer and sub-contractors on a continuing
    basis. Each employee and officer must perform their duties consistently with
    the heath and safety rules applicable at her/his workplace and participate
    in such training programs as may be organized from time to time. The complete
    text of the Groups Health and Safety Policy is available on the sitewww.lafarge.com.

Preventing
      discriminatory actions and harassment

The diversity of
    employees and cultures represented within the Group is a tremendous asset.
    As part of its employer commitments, the Group is determined to offer its
    employees and officers equal opportunity in terms of recognition, progression
    and career path, irrespective of their origin or beliefs and does not tolerate
    any discrimination or harassment of any kind. Examples include derogatory
    comments based on racial, ethnic, gender characteristics, age or religion,
    or to adopt an unwelcome attitude with a sexual connotation. Such acts are
    prohibited within the Group. The full text of the Groups Employment
    Policy is available on the sitewww.lafarge.com.

Environment

As part of its commitment
    in relation to sustainable development, Lafarge has, for a number of years,
    integrated environmental aspects in its strategy and culture. The Groups
    commitments in this respect cover the mitigation of climate change, the conservation
    of nature, a more efficient use of energy and natural resources, the fact
    of minimizing the production of waste, harmful air emissions and water discharges,
    the preservation of heritage, landscape and biological diversity. The Groups
    Environmental Policy defines the Groups commitments regarding its operations,
    greenfield site development and major modification projects, resources, training
    and research, procurement, product stewardship and stakeholder relations.
    Every employee and officer must, within the limits of her/his duties, participate
    in the Groups efforts and commitments by complying with applicable
    regulations and the Groups environmental policies. Each employee or
    officer must report to the persons responsible for these matters, any compliance
    failures or possible exposures of which he becomes aware. The full text of
    the Groups Environmental Policy is available on the sitewww.lafarge.com.

5

---





Back
    to Contents



PROTECTION
      OF THE GROUPS ASSETS

Accuracy
      and protection of information

A good management
    of the Group requires that reliable information be conveyed to authorized
    recipients so as to enable them to carry out objective analysis and controls.
    It also implies that such information be protected to the extent that is
    to remain confidential.

Confidential information
    includes all non-public strategic, financial technical or business information
    such as formulas, processes, industrial know-how, industrial or business
    plans, financial and strategic plans, financial forecasts, business negotiations,
    marketing studies or client and supplier files, the disclosure of which would
    be harmful to the Group. Likewise, personal information regarding the Groups
    employees and officers, clients and suppliers must be handled with care so
    as to prevent any alteration or improper disclosure in accordance with applicable
    law. The obligation to preserve confidential information also applies to
    information received from partners of the Group, it continues even after
    the employment ends.

Protection
      of the Groups assets and resources

Each employee and
    officer is responsible for the proper use of the Groups assets and
    resources and their protection. These include intellectual property such
    as trade secrets, patents, trademarks as well as installations, equipments
    and the assets and financial resources of the Group. These assets and resources
    must be used in accordance with their business destination or within the
    framework set, as the case may be, by the various Group entities. They may
    not be used for non-company business except where such use has been explicitly
    authorized by established procedures. Finally, each employee and officer
    should endeavor to protect the Groups assets against any deterioration,
    alteration, fraud, loss or theft.

6

---





Back
    to Contents



FAIRNESS
      IN FINANCIAL REPORTING

The integrity of
    financial reporting is crucial to ensure the proper management of the Group
    as well as fair and accurate financial disclosures. Records, books and accounts
    as well as the financial statements of the various entities of the Group
    must appropriately reflect the transactions carried out by such entities
    and must conform to applicable legal requirements, to applicable generally
    accepted accounting principles and to the Groups system of internal
    controls. Similarly, accounting and financial information provided under
    the Groups reporting procedures must present a full and accurate disclosure
    of the financial situation of the relevant entities.

Employees and officers
    who prepare accounting records must act with precision, honesty and ensure
    that each entry is duly documented. Each and every employee and officer is
    expected to follow the rules and guidelines that apply to the booking and
    documentation of invoices, expenses and other items accounted for in the
    books. Unrecorded funds or assets should not be maintained unless permitted
    by applicable law or regulation, and reviewed by outside auditors, in accordance
    with generally accepted accounting principles. The rules and procedures applicable
    to accounting records are set out in the Group financial policies.

The periodic reports
    published by Lafarge or other Group entities or reports prepared for governmental
    authorities must present a full, fair, accurate, timely and understandable
    disclosure of the situation of the Group or its various entities.

7

---





Back
    to Contents



IMPORTANCE
      OF INTERNAL CONTROLS / INTERNAL AUDIT

Internal control
    plays an essential role in companies. It is designed to provide reasonable
    assurances to Group management as regards the reliability of financial and
    business information, the protection of assets, compliance with regulations
    and internal rules and procedures as well as the efficiency and relevance
    of the management and monitoring of Group operations.

Responsibility for
    the establishment, implementation and continued management of the internal
    controls processes lies with the management of each Business Unit as well
    as Group management. These processes include the maintenance of an appropriate
    control environment, the assessment of general and financial risks, the completion
    of controls, the sharing of information within the Group and outside the
    Group as well as the general monitoring of the process.

The internal audit
    carries out an independent evaluation of internal controls processes and
    monitors the implementation of its recommendations at the level of each entity
    of the Group. The principles and procedures governing internal controls and
    internal audit are set out in the relevant Group policy and Audit Charter.

All Group employees
    and officers must cooperate with the persons performing internal controls
    or audit procedures and properly respond to potential information requests.
    Furthermore, it is prohibited to hinder in any way the internal control and
    audit processes, including those carried out by external auditors, or to
    hide any information in this respect.

8

---



Back to Contents



IMPLEMENTATION
      OF PROCEDURES AND VIOLATIONS

Implementation

The implementation
    of the rules of business conduct is based on an organization and procedures
    combining flexibility and consistency. Each entity of the Group will be responsible
    for implementing these rules taking into consideration any local constraints
    that may be applicable as a result of local laws and regulations or the legal
    status of its employees. In addition, training and performance programs are
    organized in relation to these topics at Group level. The Group also seeks
    to enter into partnerships with clients, suppliers and industrial associates
    who share the same principles.

Alertness

Employees should
    see that these rules are complied with both by themselves and other employees.
    A dedicated line is made available to employees for them to report observed
    violations of the Code. When the situation requires so, the identity of an
    employee who has reported a violation shall be kept confidential. No entity
    of the Group will be permitted to take retaliation measures against an employee
    who has reported a violation in good faith.

Recommended
      approach in case of doubt

In certain situations,
    having to make a decision in compliance with the Groups rules of business
    conduct may turn out to be difficult or complicated. In these situations,
    it is important to have a way to approach the different issues at stake :

|– | Make
          sure you have all the facts:it
          is preferable to be fully informed of the situation before taking a
          decision.                                                                                                                                                                                                                                                                                               
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|– | Ask
          yourself what precisely is expected from you:this
          will enable you to distinguish between the objective and the means
          to achieve the objective and consider the alternatives you have.                                                                                                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|– | Clarify
          your role and responsibility:in
          most situations, there is shared responsibility. Discuss the issues
          with your colleagues.                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|– | Discuss
          the problem with your supervisor:this
          is the basic guidance for all situations. Remember that it is your
          supervisors responsibility to help solve problems.                                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|– | Seek
          help from Group resources:in
          case you are in doubt regarding the implementation of a specific law
          or regulation, you can contact the Groups legal resources. Ask
          your supervisor which legal department you should be contacting in
          your situation. Considering the numerous laws and regulations to which
          the Group is subject, you may be redirected to an outside counsel



9

---





Back
    to Contents



Violations
      of the Code

The Code set forth
    rules which all employees and officers are required to follow, within the
    limits of their duties. More precise descriptions of certain principles set
    forth in this Code are contained in the policies, charters and other codes
    of conduct prepared by the Group or its entities on these topics. Employees
    and officers are encouraged to read these policies and are required to do
    so if they are affected by any of these topics in their duties. For any questions
    regarding the implementation of the rules of business conduction in specific
    situations, employees and officers are to contact their supervisor who will
    inform the Legal Department. In case the situation makes it difficult for
    an employee to contact her/his supervisor, the dedicated line should be used.
    Failure to comply with the rules set forth in the Code will be considered
    as misconduct and subject the employee or officer to legal action in accordance
    with applicable laws and regulations.

10

---