Exhibit 11.2.  Magyar Telekom Groups Financial Code of Ethics for
Treasury and Financial Managers  Copyright Magyar
Telekom Plc. All rights reserved  1


1.Honest and Ethical Conduct  1.1.Magyar Telekom Group is
committed to observe the highest requirements of ethical business conduct, and,
accordingly, its treasury and financial managers (hereafter: manager)(1) shall
at all times display honest and ethical conduct in every respect while
performing their workplace obligations.  1.2.The manager shall always be
obliged to maintain relationships aligned with the highest-level conduct and
business standards with Magyar Telekom Groups investors, customers, suppliers,
employees and the authorities. As all Magyar Telekom Groups employees,
managers, too, must always exercise their best knowledge.  1.3.In accordance with Deutsche
Telekom Group and Magyar Telekom Groups Code of Conduct the manager shall
fully comply with all relevant paragraphs of the Code of Conduct and shall
avoid even the appearance of any assumed non-compliance. Any potential or real conflict
of interest shall be immediately reported to according to the directives
regulating conflict of interest.  2.Delivery of Information  2.1.Every manager is
accountable for demanding and assuring the completeness, correctness, precision
of the information communicated in a commonly understandable and timely manner
in the documents and reports which Magyar Telekom Group renders available or
submits at the request of some governmental or regulatory organization or
authority or brings to the notice of the public in any other way. This involves
information extended to stock exchanges (including Budapest and the New York
Stock Exchange), the shareholders, employees and the public at large.  2.2.In compliance
with Deutsche Telekom Group and Magyar Telekom Groups Code of Conduct the
managers must observe the confidentiality paragraphs the Financial Code of
Ethics.  2.3.While discharging
their duties, a manager shall not falsify facts. A manager is considered to
falsify facts in particular in the following cases:  ·Willfully including false or
misleading statements in financial reports or files,  ·Permitting others to do so or
issuing an instruction to this effect,  ·Failing to correct false or
misleading financial reports or files,  ·Signing any document or
permitting others to sign a document that contains false or misleading
information,  ·Providing any misleading
response or failing to respond to specific inquiry of Magyar Telekom Groups
external auditors.  
 (1) See
section 5.4., CEO Directive of 428 for the list of treasury and financial
managers.  2


3.Compliance with Legislation  3.1.A manager is obliged to take
care that Magyar Telekom Group should comply with and respect all relevant laws
in terms of their letter and spirit alike, as well as any rule and other
provision that is valid in the legislative areas to which Magyar Telekom Groups
business activity belongs, including provisions concerning accounting and
controlling activities. The obligation to comply with legislation also includes
compliance with laws, rules, regulations and ethical standards that apply to
cases when the manager personally trades Magyar Telekom Groups shares, and,
respectively, when the manager uses Magyar Telekom Group related information
not intended for public use. Transactions in Magyar Telekom Groups securities
are governed by Magyar Telekom Groups rules of insider trading that do
not constitute a part of the Financial Code of Ethics. Every manager shall be
obliged to provide their personal support towards promoting the basic
group-level principle, on the basis of which information mentioned in
statements or information of a financial nature shall be recorded in the
fullest and most precise manner possible as prescribed by the relevant
accounting regulations.  3.2.It is also the
managers responsibility to continuously operate and regularly assess at Magyar
Telekom Group procedures that provide for the adequate indication of any event
when somebody deviates from Magyar Telekom Groups basic principle of requiring
compliance with every relevant accounting regulation.  3.3.The Financial
Code of Ethics is not a collection of every law, regulation or standard that
applies to Magyar Telekom Group and its employees. It is the responsibility of
each manager to adhere to all applicable requirements and prohibitions imposed
by concerning laws, rules and regulations, including those relating to
accounting and auditing matters.  4.Internal settlement  4.1.If any manager is concerned
that any other manager or some other person acting upon the instruction of a
manager acts or is in default through which the provisions of the Financial Code
of Ethics may have been violated, the manager shall be obliged to immediately
inform the Group Compliance Director or report the violation to the Ethicsline.
(Access and detailed guideline is included in the Code of Conduct.) Any failure
to do so shall amount to a violation of the Financial Code of Ethics. The
reporting person may not suffer any repercussion for making a report in good
faith.  4.2.In addition to the above every
manager shall be obliged to immediately inform the Group Compliance Director or
the Ethicsline of any information the he/she learned especially with respect to
the following:  ·Any weakness or shortcoming in
Magyar Telekom Groups procedures that would detrimentally influence Magyar
Telekom Groups ability to record, process, compile, collect and enter its
financial data into its books or, respectively, there is a good reason to
believe that it might have an impact of this kind,  ·Irrespective of the gravity or
the amount concerned any fraud in which managers or any other employees are
involved who play an important role in the preparation of Magyar  3


Telekom Groups financial
statements or data servicing are involved,  ·Violation of any law,
regulation or standard with respect to Magyar Telekom Group or its operation if
the violation has been committed by Magyar Telekom Group or any of its
employees, consultants, contractual partners or agents,  ·Unethical, dishonest or
illegal conduct or action that violates the Code of Conduct, Financial Code of
Ethics or any Magyar Telekom Group guideline if the person involved in it is an
employee who plays a major role in the operation of Magyar Telekom Groups
financial reports, data servicing and related procedures.  5.Accountability for Compliance with
the Rules  5.1.The manager shall be
personally responsible for acting in compliance with the letter and the spirit
of the provisions contained in the Financial Code of Ethics.  5.2.Those violating the Financial
Code of Ethics shall be accountable in accordance with the Labour Code, Civil
Code and the internal regulations of Magyar Telekom Plc.  5.3.The punishment used depending
on the gravity of the act and the culpability of the employee may be: verbal or
written warning, a detrimental legal consequence established on account of a
failure to comply with an employment related obligation, termination of
employment or any other legal consequence, in line with the legislative and
internal rules.  5.4.If the gross violation of
obligation inflicts damage on the employer, employer may oblige the manager
concerned to pay damages.  4