##### 



Exhibit 11.1
 
 CODE OF
    ETHICS FOR THE CHIEF EXECUTIVE OFFICER
 AND SENIOR FINANCIAL OFFICERS OF
 SAIFUN SEMICONDUCTORS LTD.
  Company Senior Financial Officers Named Officers Code
  
    Conflicts of Interest.  The Named Officers must
    conduct the Companys business with honesty and integrity,
    including avoiding any actual or apparent conflict of interest
    with the Company. A conflict of interest occurs when
    an individuals private interest interferes, or even
    appears to interfere, in any way with the interests of the
    Company as a whole. Named Officers should not have any
    undisclosed, unapproved financial, business or other
    relationships with suppliers, customers, competitors or
    the Company that might impair the independence of any judgment
    they need to make on behalf of the Company. If a Named Officer
    considers undertaking any transaction or relationship that
    reasonably could be expected to give rise to an actual or
    apparent conflict or disparity of interest between him/her and
    the Company or in his/her personal or professional relationship,
    the Named Officer must disclose such activity in advance to
    (i) the Chief Financial Officer for review (or, in the case
    of the Chief Financial Officer, to the Chief Executive Officer);
    or (ii) to the Companys Legal Counsel, Craig D.
    Kugler, Adv. at Eitan Law Group, Advocates, Patent Attorneys,
    11 Hamanofim St., Ackerstein Tower B, Herzlia 46120,
    Israel, (972)(9) 972-6000, and, if necessary, referral to
    the Companys Audit Committee.
    Accurate Disclosure.  The Named Officers are
    responsible for full, fair, accurate, timely, and understandable
    disclosure in the reports and documents filed by the Company
    with the U.S. Securities and Exchange Commission (the
    SEC) and in other public
    communications made by the Company. All Named Officers must, and
    must make reasonable efforts to cause the Company to, comply
    with the system of disclosure controls and procedures devised,
    implemented and maintained by the Company to provide reasonable
    assurances that information required to be disclosed by the
    Company in the reports and documents that it files or submits
    to the SEC and in other public communications made by the
    Company is properly authorized, executed, recorded, processed,
    summarized and reported.
    Internal Controls.  The Named Officers must
    promptly report to the Companys Audit Committee any
    significant deficiencies or material weaknesses, including
    corrective actions, in the design or operation of the
    Companys internal controls over financial




---



##### 



Saifun
    Semiconductors Ltd.  Code of Ethics
  reporting, which could adversely affect the Companys
    ability to record, process, summarize and report financial data.  
    Fraud.   The Named Officers must promptly
    report to the Companys Audit Committee any fraud, whether
    or not material, involving management or other employees of the
    Company who have a significant role in the Companys
    disclosures or internal controls over financial reporting.
    Compliance with Law.  The Named Officers must,
    and must make reasonable efforts to cause the Company to, comply
    with all governmental laws, rules and regulations applicable to
    the Companys business, including taking necessary steps to
    avoid and, where possible, prevent any material violations of
    the securities laws.
    Confidential Information.  The Named Officers
    will take reasonable measures to protect the confidentiality of
    non-public information and about the Company or its subsidiaries
    and their customers obtained or created in connection with the
    activities of the Named Officers and to prevent the unauthorized
    disclosure of such information unless required by applicable
    law, rule or regulation.
    Reporting of Violations.  The Named Officers
    shall promptly report information or knowledge of any act in
    violation of this Code, the Code of Conduct or other laws,
    rules, regulations, or which he or she believes to be unethical,
    to the (i) Chief Financial Officer (or, in the case of the
    Chief Financial Officer, to the Chief Executive Officer); or
    (ii) to the Companys legal counsel. The Named
    Officers shall submit any concerns or complaints anonymously
    and/or confidentially regarding accounting, internal accounting
    controls or auditing matters to the Companys Audit
    Committee for review and investigation which will treat such
    submissions confidentially. If the Named Officers have any
    questions regarding the best course of action in a particular
    situation, the Named Officers should promptly contact the Chief
    Financial Officer.
    Amendments and Waivers.  A waiver of any
    provision of this Code made to any Named Officer must be granted
    by the Board of Directors. The Company will disclose any changes
    to, or waivers of this Code made to a Named Officer, whenever
    and to the extent required by the U.S. Securities Exchange
    Act of 1934, as amended, and the rules and regulations
    thereunder, and the rules of the Nasdaq National Market.
    Enforcement and Accountability.  The Board of
    Directors shall determine, or designate appropriate persons to
    determine, appropriate actions to be taken in the event of
    violations of this Code or the Code of Ethics and Conduct by the
    Named Officers. Such actions shall be reasonably designed to
    deter wrongdoing and to promote accountability for adherence to
    this Code and the Code of Ethics and Conduct. In determining
    what action is appropriate in a particular case, the Board




---



##### 



Saifun Semiconductors
Ltd.  Code of Ethics
  of
Directors or such designee shall take into account all relevant
information, including the nature and severity of the violation,
whether the violation was intentional or inadvertent, the extent of
the likely damage to the Company and its shareholders resulting from
the violation and whether the Named Officer has committed previous
violations of this Code, the Code of Ethics and Conduct or other
Company policy concerning ethical behavior. The Board of Directors
shall provide a written notice to the individual involved in the
violation stating that the Board of Directors or such designee has
determined that there has been a violation and indicating the action
to be taken by the Board of Directors against the individual, which
may result in disciplinary action up to and including termination of
employment.Effective as of September 2005