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                                                                    EXHIBIT 11.1


                             [CODE OF CONDUCT LOGO]


This CODE OF CONDUCT adopted for Petroleum Geo-Services ASA and all of its
subsidiaries and affiliated companies (hereafter "PGS") reflects our commitment
to our shareholders, customers and employees to conduct our business with the
utmost integrity. The Code of Conduct provides a framework for what PGS
considers responsible conduct, but is not exhaustive. As a PGS employee or
director you should always strive to exercise good judgment, care and
consideration in your service for PGS.

The Code of Conduct for PGS is an integration of our Values, Principles and
Business Practices. Our Values are the foundation of how we conduct business.
Our PRINCIPLES OF CONDUCT are how we maintain our Values and we apply these
principles to our BUSINESS PRACTICES that support the way we conduct business.


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PGS PRINCIPLES OF CONDUCT

We are committed to living our core values, which means we are committed to
conducting our business with the utmost integrity. We hold ourselves to high
ethical standards that provide the foundation for how we conduct our business
around the world.

To maintain our ethical standards, we:

     -    take responsibility for acting in compliance with laws and Company
          policies

     -    keep an awareness of the legal issues affecting the Company with
          particular attention to those pertaining to each of our areas of
          responsibility

     -    act in a manner utilizing good judgment and honesty in all of our
          business dealings

     -    encourage others to aspire to high ethical standards and never
          encourage or permit others to break the law

     -    actively seek and follow the advice of our supervisors or appropriate
          Company representatives

     -    make ourselves available to address issues of concern and promote open
          and honest communication

     -    foster an open and sharing environment, encourage transparency and
          provide accurate and timely information

     -    raise uncertainty of any misconduct or unethical behavior to our
          supervisor or appropriate Company representative to ensure our
          integrity and ethical standards are maintained

     -    monitor compliance with laws and policies and take appropriate action
          to correct any deficiencies

     -    never intimidate or threaten those reporting any misconduct or
          unethical behavior

These principles are applied everyday in conducting our business. Our Business
Practices provide a summary of the principal areas of law affecting the Company
and certain Company policies. It is intended to increase the awareness of the
legal and ethical issues that may arise in the course of conducting our
business.




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BUSINESS PRACTICES

The following Business Practices are a summary of the principal areas of law
affecting the Company and certain Company policies. It is intended to increase
the awareness of the legal and ethical issues that may arise in the course of
conducting our business. PGS expects employees and directors to comply with all
Company policies and laws applicable to their job responsibilities and to adhere
to these guiding principles.

The legal department and Company representatives are available to answer
questions, give advice, address concerns and investigate allegations related to
compliance with laws, regulations, Company polices and these Business Practices.

LAWS & REGULATIONS

     -    Environmental Laws

     -    Occupational Safety and Health

     -    Antitrust Laws

     -    Securities and Disclosure Laws

     -    Tax Laws

     -    Prohibited Dealings with Certain Countries

     -    Anti-boycott Laws

BUSINESS ETHICS

     -    Entertainment and Gifts

     -    Political Contributions

     -    Commercial Bribes

     -    Foreign Corrupt Practices Act

EMPLOYEE CONDUCT / RESPONSIBILITIES

     -    Employment Practices

     -    Records

     -    Conflicts of Interest

     -    Proprietary and Confidential Information

     -    Company Assets

COMPLIANCE

     -    Reporting Violations


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LAWS & REGULATIONS


ENVIRONMENTAL LAWS

PGS maintains compliance with environmental laws in each location in which the
Company operates in order to ensure that PGS is a respected corporate citizen
and protected against unnecessary costs. PGS is committed to the proper handling
of all materials stored, distributed, processed, manufactured, produced,
handled, installed or otherwise utilized in its activities as required by all
applicable environmental, health and safety laws.

OCCUPATIONAL SAFETY AND HEALTH

Many government regulations impose standards on employers for maintaining safe
and healthy work places. PGS is committed to providing a safe work environment
for its employees. Employees perform their duties in a manner that will not pose
a danger to themselves or others. The use of safety equipment in certain areas
is often required by law or the Company.

ANTITRUST LAWS

Antitrust laws prohibit or restrict practices such as agreements among, or
discussions with, competitors or customers to restrict competition including
conduct that; fixes or controls prices, divide territories or markets, allocates
customers or limits production or sales. Other actions involving competitors or
customers may raise antitrust concerns. When in contact with persons responsible
for competing products or services, do not disclose or discuss, pricing and
selling policies, customers, costs, marketing plans, production plans and
capabilities or any other proprietary or confidential information.

SECURITIES AND DISCLOSURE LAWS

You shall abstain from trading or giving advice concerning trade in the
securities of PGS on the basis of information which is not publicly available or
commonly known in the market, if publicly available or commonly known, such
information may influence the price of the securities of PGS. Further, PGS has
adopted trading regulations for its primary insiders.

PGS is committed to making full, fair, accurate, timely and understandable
disclosures in reports and documents it files with the Oslo Stock Exchange and
the United States Securities and Exchange Commission. We have a responsibility
to ensure that information released to the general public about the Company's
activities, plans, products and services, is correct and objective. Individual
employees should not make statements to the general public about the Company
without prior approval of their business unit Presidents and the VP Group
Communications.

TAX LAWS

As a company with truly global operations, PGS frequently faces complex
situations with regard to export and tax regulations. Any single job can involve
several different legal entities and revenue jurisdictions, as well as vessels
and equipment of different origins. Adherence to the highest standard of
compliance with all relevant regulations is a priority of PGS, in order to
maintain our reputation and to avoid potential disputes with export and tax
agencies. Therefore, PGS expects its employees, as applicable, to be familiar
and comply with all relevant export and tax regulations; which will frequently
include


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United States and Norwegian regulations in addition to the regulations of the
operator's immediate jurisdiction.

PROHIBITED DEALINGS WITH CERTAIN COUNTRIES

Sanctions imposed by governments or the United Nations may restrict or prohibit
business or personal dealings with certain countries and with companies or
individuals in or from those countries. Activities that may be restricted
include: commercial activities, funds transfers, provision of services, exports
of sensitive technology, imports, investments, and travel to restricted
countries.

ANTI-BOYCOTT LAWS

Anti-boycott laws restrict or prohibit U.S. companies and non-U.S. business
concerns controlled by U.S. companies from participating in certain aspects of
one country's boycott of another country, companies or individuals. Activities
that may be restricted or prohibited include: furnishing information about
activities in or with boycotted countries; providing discriminatory information;
refusing to do business, or agreeing to refuse to do business, with or in a
boycotted country or with any business concern organized under the laws of a
boycotted country or with any national or resident of a boycotted country or
with any person who has dealt with a boycotted person or country when such
refusal is pursuant to an unsanctioned foreign boycott.


BUSINESS ETHICS


ENTERTAINMENT AND GIFTS

It is PGS' desire to treat all customers and suppliers fairly and impartially.
PGS' competitive appeal must be based on the quality of our products and
services, the prices attached to these services, and the competence and honesty
of its employees. Giving or accepting gifts or entertainment can have the
appearance of trying to influence the decision of or taking advantage of a
relationship with a customer or supplier.

To minimize conflicts of interest and encourage sound business decisions,
employees who are in a position to make or influence decisions regarding PGS
business transactions should not accept gifts or other favors from any persons
and/or companies with whom PGS has business relationships, where such acceptance
may affect or appear to affect his/her integrity or independence. Gifts and
other favors can only be accepted to the extent they are modest, both with
respect to value and frequency, provided the time and place are appropriate and
provided that they comply with locally accepted good business practice ("Common
Courtesy Gifts"). Employees should not offer, directly or indirectly, gifts or
favors to any person or company in a position to make or influence decisions
regarding PGS business transactions, unless such gifts are Common Courtesy
Gifts.

Full transparency and proactively raising issues with their immediate supervisor
or the General Counsel when in doubt whether a gift or favor is a Common
Courtesy Gift should guide employees in handling such issues.


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POLITICAL CONTRIBUTIONS

Company funds cannot be used to make any direct or indirect payments in the name
of PGS or which benefit PGS to any:

     -    officer of any other entity

     -    employee of any other entity

     -    agent of any other entity

     -    government official

     -    government employee

PGS does not support or use company funds to support any political party or any
political candidate. However, PGS employees may participate individually in
political activities with their own time and resources. PGS does not contribute
shareholders' funds to political organizations.

COMMERCIAL BRIBES

Bribes, kickbacks or other similar gifts or payments to an individual or company
are prohibited. Likewise, an employee shall not accept any gift or payment in
connection with that employee's decisions or actions.

FOREIGN CORRUPT PRACTICES ACT

The United States Foreign Corrupt Practices Act (FCPA) prohibits the payment of,
or offer to pay, anything of value, directly or indirectly, to any foreign
official, foreign political party or foreign political candidate for the purpose
of causing the recipient to act, refrain from acting, or secure any improper
advantage so as to assist any person in obtaining or retaining business or in
directing business to any particular person. Similar prohibitions may follow
from laws and regulations of other jurisdictions.

The FCPA applies to all U. S. companies and non-U.S. companies subject to the
jurisdiction of the U. S. Securities and Exchange Commission ("issuers")
including PGS. The FCPA also applies to other non-U.S. persons (companies and
individuals) to the extent they commit any act in furtherance of a bribe while
in the territory of the United States.

The FCPA further requires issuers: (1) to establish and keep accurate books,
records and accounts that accurately and fairly reflect their transactions and
disposition of their assets; and (2) to devise and maintain a system of internal
accounting controls sufficient to provide reasonable assurances that
transactions are properly executed and recorded and that accountability for
assets is maintained.

EMPLOYEE CONDUCT/RESPONSIBILITIES

EMPLOYMENT PRACTICES

All employees are expected to treat their colleagues and subordinates with
respect and dignity. PGS prohibits and will not tolerate any form of harassment
that creates an intimidating, hostile, or offensive work environment including,
but not limited to, verbal, visual or physical conduct that discriminates on the
basis of race, color, sex, national origin, religion, age, marital status,
veteran status or disability. Such behavior is not only unethical and in
conflict with Core Values, but may also be illegal.


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RECORDS

Integrity of our records is extremely important. We take responsibility for the
accuracy and completeness of the books and records of the Company. Books and
records will comply with Generally Accepted Accounting Principles, legal and
regulatory requirements and Company policies.

CONFLICTS OF INTEREST

A conflict of interest arises when an employee's duties and his/her
self-interests collide or are opposed to each other. While PGS encourages all
employees to make personal investments and engage in social relations, they
shall not have any personal or financial interests, which might conflict with
PGS or influence or appear to influence their judgment or actions in carrying
out their responsibilities to PGS.

Financial interests in another entity include among others:

     -    Stock or other ownership by the employee, his/her spouse, cohabitant
          or fiance, or any of his/her relatives by birth or by marriage and/or
          any related trusts or estates,

     -    A brokerage fee, royalty, PGS ownership interest or carried interest
          in any asset, property, or entity being purchased by or contracted
          with PGS.

     -    Financial interest in another entity excludes the ownership of less
          than one percent of the stock of a publicly held entity.

PROPRIETARY AND CONFIDENTIAL INFORMATION

Information which is proprietary to PGS and is obtained as a result of
employment with PGS is confidential and should not be shared with anyone or used
for personal gain or for the benefit of others. Examples of such privileged
information would be: customer lists, plans, proposals, budgets, pricing or
pricing policies, contract terms, earnings, financial or business forecasts, or
discoveries. This also includes any other work product developed, conceived or
used by Company personnel that arises out of employment with PGS or is otherwise
created through use of the Company's time, facilities, resources or materials.

COMPANY ASSETS

PGS prohibits the creation and/or maintenance of secret or unrecorded funds or
assets, the recording of false or fictitious entries in books or records and the
use of Company funds for unlawful purposes.

PGS expects all employees to use the assets and funds of PGS exclusively for the
benefit of the Company. Assets include:

     -    Information

     -    Technology

     -    Plans

     -    Financial data

     -    Business strategies and business information

     -    Computers, computer software and electronic mail

     -    Funds

     -    Equipment (including machines, telephones, copiers)

     -    The time and skill of employees



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PGS has the right to audit and confiscate any material contained in any
Company-owned computer on Company property at any time. Exceptions to this
policy relate to the property of vendors, consultants, or other outside parties
and their equipment.


COMPLIANCE

These Business Practices are important elements of the Company's effort to
promote compliance with policies, laws, and regulations and to ensure
appropriate business behavior. These practices will be reviewed periodically to
ensure they remain applicable to conducting our business.

REPORTING VIOLATIONS

If you are concerned or are aware of what appears to be an inappropriate
situation, you are encouraged to notify your supervisor or an appropriate
Company representative. You can contact the legal department, a human resource
representative, our Company compliance personnel, or pursue an issue with any
higher level of management. All reports of suspected violations, whether made
anonymously or otherwise, will be treated confidentially and will be
investigated promptly, thoroughly and fairly. Intimidation or retaliation
against anyone making such a report will not be tolerated.

You may communicate your concerns by telephone, through Internet access, in
person, or by contacting the Compliance Hotline. The Compliance Hotline,
including Internet based access, enables you to anonymously report inappropriate
activities regarding Company policy violations, violations of laws and
regulations or other ethical concerns.

The Compliance Hotline is available 24 hours through Internet access by logging
on to www.compliance-helpline.com/pgs.jsp or by calling:

Direct +1.704.943.0136 anywhere worldwide, or Collect by contacting an
international operator and asking for +1.704.943.0137 from PGS

Toll free +1.888.289.4042 in USA or Canada

(A Norwegian Toll free number is being established.)

All employees have an obligation to notify their supervisors, or other
appropriate Company representatives (including the Compliance Hotline) of
suspected violations of law or failures to adhere to these Business Practices.

NO RIGHTS CREATED

This Code of Conduct is a statement of certain fundamental PGS principles,
policies and procedures that govern the Company's employees and directors. It
does not create any rights for any customer, supplier, competitor, shareholder
or any other person or entity.