Exhibit 11.1.  Our
Code of Conduct.Living up
to our Corporate Values. Creating Values  as a Team.  Contents  Foreword Preliminary
Remarks Corporate Vision and
Values Implementation Application and
Validity  Law
and Ethics Compliance with Legal
and Ethical Standards Corporate Governance Social Charter  Superior Value Value Enhancement and
Profitability Sustainability Protection of our
Corporate Assets  Passion for our Customers  Innovation Creativity Social Development  Respect Cooperation with Employees Diversity Cooperation with
Social Partners  Integrity Data Protection Dealing with
Conflicts of Interest Money Laundering Donations Cooperation with
Third Parties (Shareholders, Suppliers, Competitors)  Top Excellence Compliance with the
Code of Conduct Information and
Acceptance Reporting Violations Action against
Misconduct  Imprint Contact  1


Foreword  Dear
Sir or Madam,  Deutsche
Telekom Group and Magyar Telekom Group want to set standards, not only with an
absolute service orientation, expertise and performance, but also the way in
which we act ethically. This represents an important challenge for us all. We
aim to ensure that our conduct is at all times faultless, virtuous and
exemplary.  For
this reason, we have developed this Code of Conduct based on our Groups shared
values. It applies to every member of the Group  the Board of Management,
executives, and every employee worldwide. The Code sets out the principles that
apply to both corporate and personal conduct at Deutsche Telekom and Magyar
Telekom.  The
Code of Conduct is a framework for orientation  not a detailed set of
instructions on how to act  for everyone in the Group. It is the basis for an
open, democratic, and legally sound corporate culture to which we are committed
and which we have to fill with life each and every day. Breaches against the
spirit of the Code of Conduct are therefore consistently followed up and action
is taken against them, in the interests of all employees.  The
full determination to provide our customers with the best possible products and
services, together with a fair and trusting working relationship with our
partners, are key guiding principles behind our behavior. We want to be
perceived as a serious, credible and reliable partner  by shareholders,
business partners and employees as well as by public authorities, institutions
and the public. This is one of the key prerequisites for achieving our
corporate goal of making Deutsche Telekom and Magyar Telekom the most highly
regarded service Group in our industry.  René
  Obermann
  
  Christopher
  MattheisenChairman
  of the Board of Management
  
  Magyar Telekom Plc.s ChiefExecutive
  OfficerDeutsche
  Telekom AG  2


Preliminary
Remarks Corporate
Vision and Values Our
activities are determined by our corporate vision, our mission and our six
central values.  Our
Vision: Deutsche Telekom and Magyar Telekom  global leaders in Connected Life
and Work. Our
Mission: We mobilize personal, social and business networking.  T-Spirit
outlines our approach to implement our vision and achieve our goals: ·Superior Value. We constantly enhance the value of
Deutsche Telekom. ·Passion for our Customers. We delight our customers by
providing them with excellent products and services. ·Innovation. We create a culture of innovation in which
we enjoy working. ·Respect. We benefit from our cultural diversity; we
respect and help each other. ·Integrity. We communicate in an open and honest way
and deliver what we promise. ·Top Excellence. We think and act resolutely and strive
constantly for greater efficiency with the right people in the right jobs. We
consistently reward performance while taking action against misconduct.  The
applicable legal system, our vision, our mission and our corporate values form
the basis for all corporate decisions and our daily business activities. This
is the foundation of our corporate culture, which fosters trust in our Group.  Implementation Group
management allows for an open and predictable corporate culture. Here, the
employees differentiate between appropriate and questionable behavior on the
basis of the moral, legal and corporate values of the Deutsche Telekom Group
and the Magyar Telekom Group.  The
Deutsche Telekom Group and the Magyar Telekom Group expect its senior
executives to carry out all business efficiently and in line with the Code of Conduct.
To achieve this, senior executives shall provide the necessary working
conditions for employees and ensure compliance with the Code of Conduct. They
consistently identify, discuss and prevent misconduct and take consequent
action against it.  All
employees must act in compliance with the Code of Conduct. In case of doubt,
employees should not hesitate to confide with their superiors or the
responsible organization.  Violations
of the Code of Conduct may have consequences as provided by employment law or,
in the case of civil servants, disciplinary consequences.  Application
and Validity The
Code of Conduct applies to all employees of the Deutsche Telekom Group and the
Magyar Telekom Group: Boards of Directors, managing directors, senior
executives, employees, civil servants and persons whose status is equivalent to
that of employees (e.g. temporary workers, consultants).  When
implementing the Code of Conduct, international affiliates shall abide by their
respective national legislation.  3


Law
and Ethics Compliance with Legal and Ethical Standards We
abide by the law, and we expect our business partners to do the same. The
national and/or international legal framework applies to any business activity
within the Deutsche Telekom Group and the Magyar Telekom Group. We respect the
cultural and ethical values of the countries in which the Deutsche Telekom
Group and the Magyar Telekom Group have business operations.  Corporate
Governance(1) The
Deutsche Telekom Group and the Magyar Telekom Group are committed to good and
responsible corporate management (e.g. German Corporate Governance Code(2), Sarbanes-Oxley
Act(3)). We expect all employees of the Deutsche Telekom Group and the Magyar
Telekom Group to support and observe these principles within their range of
personal responsibilities.  Social
Charter(4) The
minimum social standards as defined by the Social Charter are both transparent
and authoritative throughout the whole Group. The Social Charter is based on
the values of Global Compact(5) and internationally recognized standards
and guidelines of the International Labor Organization (ILO)(6) and the
OECD. The Deutsche Telekom Group and the Magyar Telekom Group also apply these
internationally recognized minimum social standards in all of its business
relations with suppliers, business partners and third parties.  
 (1) Corporate
Governance means the legal and factual regulatory framework for the management
and supervision of a company. This includes the allocation of rights and duties
to the corporate bodies, the stockholders meeting, the advisory board and the board
of directors with respect to corporate management and control.  (2) The German Corporate Governance Code
adopted by the government commission on Corporate Governance in addition to
fundamental legal provisions for the management and control of listed German
companies (corporate management) includes nationally and internationally
recognized standards of good and responsible corporate management in terms of
proposals and recommendations.  (3) As an internationally operating
company, which is even quoted on the New York Stock Exchange, Deutsche Telekom
AG and Magyar Telekom Plc. are generally subject to the provisions of the
Sarbanes-Oxley Act (SOX) issued in the USA in July 2002. SOX is a law
enacted for companies and their auditors aiming at the improvement of corporate
accounting.  (4) The
Social Charter of the Deutsche Telekom Group and the Magyar Telekom Group are a
voluntary commitment by the employer to Group-wide compliance with minimum
social standards. It defines fundamental principles for labor relations and
employment conditions. We also expect our suppliers to comply with these
standards.  (5) Global Compact is a global UN
initiative to promote and strengthen cooperation between the United Nations,
business and other social groups. As part of its corporate policy, Deutsche
Telekom and Magyar Telekom undertake to adhere to ten principles for the
protection of human rights, for labor, social and environmental standards and
for the fight against corruption.  (6) The International Labor Organization
(ILO) is a specialized United Nations agency. Delegates of governments,
employees and employers represent 177 member states in the ILOs bodies. Their
activities are focused on the establishment of international labor and social
standards with the objective of improving the living conditions of the working
population.  4


Superior Value Value
Enhancement and Profitability We
use all opportunities and potential for the sustainable enhancement of the
value of the Deutsche Telekom Group and the Magyar Telekom Group. We strive for
profitable growth whilst respecting the society and the environment.  Sustainability With
its commitment to sustainability, the Deutsche Telekom Group and the Magyar
Telekom Group comply with the global awareness that economic, social and ecological
issues are to be treated equally. We also consider the long-term consequences
of our entrepreneurial actions and make our decisions with a view to the needs
of future generations.  Protection
of our Corporate Assets The
Deutsche Telekom Group and the Magyar Telekom Group protect tangible and
intangible assets for the benefit of its stakeholders(7) and society.  Passion
for our Customers The
Deutsche Telekom Group and the Magyar Telekom Group take every opportunity to
offer its customers products and services of the highest quality. All our employees
are obligated to increase our customers satisfaction. Our partnership with our
customers is based on integrity, an open dialogue and activities that
consistently focus on our customers needs. We continuously develop the Group
for the benefit of our customers.  Innovation Creativity Innovation
ensures the success of the Deutsche Telekom Group and the Magyar Telekom Group.
As an innovation-oriented company, we protect our own intellectual property and
that of other people. We create a culture of innovation in which we enjoy
working. We are open for new creative ideas and solutions, and we support our
employees suggestions. We use our experience to advance innovation within the
Deutsche Telekom Group and the Magyar Telekom Group.  Social
Development Sustainable
communication and information technologies make new applications in both our
private and professional lives possible. The Deutsche Telekom Group and the Magyar
Telekom Group assumes the responsibility for setting trends and enhancing
peoples quality of life by means of innovation and new technologies.  
 (7) Employees, customers, business
partners, suppliers, shareholders/investors.  5


Respect Cooperation
with Employees Our
employees determine the success of the Deutsche Telekom Group and the Magyar
Telekom Group. Their ability to act independently and their entrepreneurial spirit
ensure and steadily strengthen our position on the global market. The Deutsche
Telekom Group and the Magyar Telekom Group provides an environment which opens
up new professional and personal perspectives, and enables employees to perform
outstandingly and achieve excellent results.  We
rely on motivated and qualified employees with a desire for personal
development who regard change as an opportunity. The Deutsche Telekom Group and
the Magyar Telekom Group assumes social responsibility and promote the
employability(8) of their employees.  Diversity Individual
diversity and an appreciative basic attitude are keys to our success. For the
benefit of our company, we acknowledge, appreciate and incorporate the
characteristics of all our individual stakeholders, in accordance with our
corporate values and our brand. In an internationalized and globalized world,
we encourage and demand personal and cultural diversity for a higher quality in
our personal and professional lives.  Cooperation
with Social Partners The
Deutsche Telekom Group and the Magyar Telekom Group is committed to cooperating
with its democratically elected employee representatives in an open and trusting
manner, to correspond constructively and aim at a fair balance of interests.  
 (8) Employability
defines a persons ability to develop his/her skills and efficiency in such a
manner that s/he continues to be capable of gainful employment.  6


Integrity Integrity
is the basis of our relationship with all stakeholders of the Deutsche Telekom
Group and the Magyar Telekom Group.  Data
Protection Personal
data is exposed to special risks, in particular as a result of the worldwide
network of communication systems. We are aware of the high sensitivity of our
customers, our shareholders and our employees data, and we protect such data
from unauthorized use by keeping it strictly confidential. The Deutsche Telekom
Group and the Magyar Telekom Group guarantee a worldwide, uniformly high
standard of data protection by applying internal regulations.  Dealing
with Conflicts of Interest Our
actions are designed to avoid any kind of conflict of interest which could have
a negative impact on our company. Every employee must separate his or her own
interests from those of the company.  Employees
of the Deutsche Telekom Group and the Magyar Telekom Group must refrain from
any kind of corrupt behavior. In particular, they are forbidden to illegally influence
decision-makers in companies, authorities or public institutions by offering,
promising or granting advantages. Equally, they are forbidden to demand or
accept such advantages from third parties, or to have a third party promise
such advantages in the course of business.  Employees
of the Deutsche Telekom Group and the Magyar Telekom Group are prohibited from using
insider information for personal gain (insider trading of listed Deutsche
Telekom AG and Magyar Telekom Plc. securities or listed securities of
affiliates), or providing someone with or allowing someone access to
unauthorized inside information, or recommending or inducing someone to purchase
or sell securities.  Money
Laundering Within
its scope of influence, the Deutsche Telekom Group and the Magyar Telekom Group
supports all measures necessary for the prevention of money laundering.  Donations The
Deutsche Telekom Group and the Magyar Telekom Group promotes education,
sciences, the arts and cultural and social affairs, sports and environmental
protection through sponsorships and in-kind donations. All donations must comply
with applicable law. No donations are made to individuals, private accounts or
persons or organizations that could prove to be detrimental to the reputation
of the Group.  Cooperation
with Third Parties(Shareholders,
Suppliers and Competitors) The
Deutsche Telekom Group and the Magyar Telekom Group ensure that information
relevant for the share price (insider information) is immediately made
available to all shareholders through generally accessible media, in accordance
with legal provisions.  We
strive for fair commercial relations with our suppliers which are based on
honesty, trust and commitment.  7


Free
and fair competition is an integral part of the market economy which promotes
efficiency, economic development and innovation. We are committed to the fair
treatment of our competitors, and we support free and undistorted competition.  8


Top
Excellence The
Deutsche Telekom Group and the Magyar Telekom Group expects all employees to
orientate themselves on and be measured by the results they achieve. It is expected
that all employees bear responsibility for their own scope of duties; they are
expected to be proactive and learn from their mistakes. We are determined to
strive to constantly improve efficiency and professionalism within the Deutsche
Telekom Group and the Magyar Telekom Group.  Compliance
with the Code of Conduct These
regulations are binding for all employees of the Deutsche Telekom Group and the
Magyar Telekom Group. All employees shall gear their activities to these values
and regulations.  In
cases of doubt, the responsible senior executives shall decide together with the
Group Compliance Director and Human Resources Department which actions are appropriate
and comply with all statutory requirements and regulations.  Information
and Acceptance Senior
executives shall inform employees about the Code of Conduct. Every two years
all employees must be verifiably informed of the Code of Conduct and its
corresponding obligations.  Reporting
Violations All
employees and stakeholders are requested to report violations of the Code of
Conduct. Complaints may be made by telephone, letter or e-mail to the
Ethicsline or by using the BKMS tool (See page 9 for contact details).
However, employees should first contact their immediate superior. Complaints
may be submitted anonymously, if preferred.  Immediate
and effective handling of the complaint is guaranteed and will be treated in
strict confidence. The Ethicsline shall arrange for clarification of matters
together with the responsible offices.  Action
against Misconduct Deliberate
misconduct and repeated violations of the Code of Conduct, of our corporate
values and duties and legal requirements shall not be tolerated and consequent
action will be taken against them.  9


Deutsche Telekom Code of Conduct Information Internet:
www.telekom.com/code-of-conduct-en Intranet:
teamnet.telekom.de/code-of-conduct-en  Imprint Editor Deutsche
Telekom AG Headquarters,
Human Resources Development  Responsible Dr. Volker
Hasewinkel, Senior Executive Vice President Human
Resources Development Friedrich-Ebert-Allee
140 53113
Bonn, Germany  Contact information for
  Magyar Telekom Groups Ethicsline:Address:
  
  Group Compliance Director1013 Budapest Krisztina
  krt. 55.Telephone:
  
  +36 1 458 7780E-mail:
  
  mukodesikodex@telekom.huInternet:
  
  www.telekom.com/bkmsContactfor
  Deutsche Telekom Groups EthicslineAddress:
  
  Deutsche
  Telekom AGEthicslineFriedrich-Ebert-Allee
  14053113
  Bonn, GermanyInternet:
  
  www.telekom.com/ethicslinewww.telekom.com/bkmsE-mail:
  
  ethicsline@telekom.dePhone:
  
  +80 00 38 24835Fax:
  
  +80
  00 38 24329  Let us draw your attention that complaints to
the Deutsche Telekom Group Hotline with reference to Reporting Violations
section of the Code of Conduct may only be made without the personal data of
the person you wish to complain about. Any other unlawful personal data
transfer may result in civil or criminal sanctions.  10