**Exhibit 11.1**

 

**Alfa Laval AB**

 

**Code Of Ethics – for the ChiefExecutive Officer, the Chief Financial Officer and the Chief Accounting Officer**

 

**1.****                                      Purpose**

 

The purpose of this Code of Ethics is to deter wrongdoing and topromote standards of good corporate practices. This Code of Ethics complementsthe Business Principles of Alfa Laval, Alfa Laval’s Rules for Prevention ofMisuse of Insider Information and other guidelines and policies of Alfa Laval.

 

**2.****                                      Applicability**

 

This Code of Ethics applies to Alfa Laval’sChief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the ChiefAccounting Officer (“CAO”).

 

**3.****                                     ****Good corporate practices**

 

3.1                                 Honest and ethical conduct

 

Alfa Laval’s CEO, CFO and CAO shall acthonestly and ethically in all their business activities in their respectiveroles. They shall, accordingly, also comply with and promote compliance withthe highest standards of ethical conduct, including the principles set out inthe Business Principles of Alfa Laval.

 

3.2                                 Avoidance of conflicts of interest

 

Alfa Laval’s CEO, CFO and CAO shall avoidconflicts of interest between their personal and professional interests andrelationships. They must disclose to and for consideration of the GeneralCounsel any material transaction or relationship that reasonably could beexpected to give rise to such conflict. The determination of whether a conflictof interest exists or not, shall be made by the General Counsel. For theavoidance of doubt, Alfa Laval’s CEO, CFO and CAO shall also comply with theprovisions on avoidance of conflicts interest included in various Alfa Lavalguidelines and policies (e.g. Alfa Laval’s Rules for Prevention of Misuse ofInsider Information).

 

3.3                                 Fair and timely disclosure

 

Alfa Laval’s CEO, CFO and CAO shall take allmeasures generally required from a prudent principal executive or financialofficer, including measures in accordance with the Disclosure Controls andProcedures of the Alfa Laval Group, and to promote full, fair, accurate, timelyand understandable disclosure in reports and documents filed with or submittedto financial and regulatory authorities or stock exchanges by Alfa Laval.

 

----

 

3.4                                 Compliance with laws and regulations

 

Alfa Laval’s CEO, CFO and CAO shall comply inall their business activities in their respective roles with all applicablegovernmental laws, rules and regulations of Sweden and other applicablejurisdictions, as well as the rules of stock exchanges on which the Alfa Lavalshares are listed.

 

**4.****                                     ****Accountability**

 

4.1                                 Reporting of illegal or unethical behaviour

 

Alfa Laval regards adherence to this Code ofEthics as well as accountability for such adherence as important. The GeneralCounsel may, upon request, advise Alfa Laval’s CEO, CFO and CAO whether aparticular situation or behaviour is in compliance with this Code of Ethics ornot, and give a clearance for a compliant situation or behaviour.

 

Any suspected failures to adhere to, andsuspected violations of this Code of Ethics by Alfa Laval’s CEO, CFO or CAOshall be reported to the General Counsel. If the report is not obviously andevidently without any merit, the General Counsel shall prepare the matter forconsideration and decisions by the Board of Directors of Alfa Laval AB (the“Board”).

 

4.2                                 Violations

 

The Board shall consider and determinepossible consequences for violations of this Code of Ethics. The consequencesmay vary from a written reprimand to a suspension from duties and/or a noticeof termination of employment or service contract or other measures the Boarddeems appropriate, depending on the circumstances of the case.

 

4.3                                 Recording

 

The General Counsel shall keep records of allclearances given by the General Counsel, as well as of all reported andsuspected failures to adhere to, and suspected violations of, this Code of Ethics,and all decisions taken by the Board in respect of such matters evaluated underthis Code of Ethics.

 

**5.****                                     ****Waivers**

 

Any waiver of this Code of Ethics may be madeonly by the Board and must be disclosed as set forth below.

 

**6.****                                     ****Disclosure**

 

A copy of this Code of Ethics is filed as anexhibit to Alfa Laval’s Annual Report on Form 20-F filed with the Securitiesand Exchange Commission in the United States. Amendments to, and waivers ofthis Code of Ethics will be disclosed in a similar way.

 

----

 

**7.****                                     ****Approval and amendments**

 

This Code of Ethics is approved, and may beamended, by the Board.

 

This Code of Ethics has been approved by theBoard on February 13, 2004.

 

 
| /s/ Anders Narvinger |   |
|----------------------|--------|
| Anders Narvinger     |
| Chairman             |

 

----