**Exhibit 11.1**

 

**DANAOSCORPORATION**

**Code ofBusiness Conduct and Ethics**

The reputation andintegrity of Danaos Corporation, its subsidiaries and its affiliates (the “Company”)are valuable assets that are vital to the Company’s success.  Each employee of the Company, including eachof the Company’s officers, is responsible for conducting the Company’s businessin a manner that demonstrates a commitment to the highest standards ofintegrity.  No Code of Conduct canreplace the thoughtful behavior of an ethical employee.  The purpose of this Code is to focusemployees on areas of ethical risk, provide guidance to help employees torecognize and deal with ethical issues, provide mechanisms for employees toreport unethical conduct, and foster among employees a culture of honesty andaccountability.  Dishonest or unethicalconduct or conduct that is illegal will constitute a violation of this Code,regardless of whether such conduct is specifically referenced herein.

The Company’sBoard of Directors (the “Board”) is ultimately responsible for theimplementation of the Code of Conduct. The Board will designate a compliance officer (the “Compliance Officer”)for the implementation and administration of the Code.

Questionsregarding the application or interpretation of the Code of Conduct areinevitable.  Employees should feel freeto direct questions to the Compliance Officer. In addition, employees who observe, learn of, or, in good faith, suspecta violation of the Code, must immediately report the violation to the ComplianceOfficer, another member of the Company’s senior management, or to theNominating and Corporate Governance Committee of the Board of Directors.  Employees who report violations or suspectedviolations in good faith will not be subject to retaliation of any kind.  Reported violations will be investigated andaddressed promptly and will be treated confidentially to the extentpossible.  A violation of the Code ofConduct may result in disciplinary action, up to and including termination ofemployment.

Requests for awaiver of a provision of the Code of Conduct must be submitted in writing tothe Compliance Officer for appropriate review, and an officer, director orappropriate Board committee will decide the outcome.  For conduct involving an executive officer orBoard member, only the Board or the Nominating and Corporate Governance Committeeof the Board, has the authority to waive a provision of the Code.  The Audit Committee must review and approveany “related party” transaction as defined in Item 7.B of Form 20-F before itis consummated.  In the event of anapproved waiver involving the conduct of an officer or Board member,appropriate and prompt disclosure must be made to the Company’s shareholders asand to the extent required by listing standards or any other regulation.

Statements in theCode of Conduct to the effect that certain actions may be taken only with “Companyapproval” will be interpreted to mean that appropriate officers or Boarddirectors must give prior written approval before the proposed action may beundertaken.

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Employees willreceive periodic training on the contents and importance of the Code of Conductand related policies and the manner in which violations must be reported andwaivers must be requested.  Each employeeof the Company will be asked to certify on an annual basis that he/she is infull compliance with the Code of Conduct and related policy statements.

**I.****                                         Violationsof Law**

A variety of lawsapply to the Company and its operations, and some carry criminal penalties.These laws include banking regulations, securities laws, and state lawsrelating to duties owed by corporate directors and officers.  Examples of criminal violations of the lawinclude: stealing, embezzling, misapplying corporate or bank funds, using threats,physical force or other unauthorized means to collect money; making a paymentfor an expressed purpose on the Company’s behalf to an individual who intendsto use it for a different purpose; or making payments, whether corporate orpersonal, of cash or other items of value that are intended to influence thejudgment or actions of political candidates, government officials or businessesin connection with any of the Company’s activities.  The Company must and will report allsuspected criminal violations to the appropriate authorities for possibleprosecution, and will investigate, address and report, as appropriate,non-criminal violations.

**II.****                                     Conflictsof Interest**

A conflict ofinterest can occur or appear to occur in a wide variety of situations.  Generally speaking, a conflict of interestoccurs when an employee’s or an employee’s immediate family’s personal interestinterferes with, has the potential to interfere with, or appears to interferewith the interests or business of the Company. For example, a conflict of interest could arise that makes it difficultfor an employee to perform corporate duties objectively and effectively wherehe/she is involved in a competing interest. Another such conflict may occur where an employee or a family memberreceives a gift,(1) a unique advantage, or an improper personal benefit as aresult of the employee’s position at the Company. Because a conflict ofinterest can occur in a variety of situations, you must keep the foregoinggeneral principle in mind in evaluating both your conduct and that of others.

Employees areprohibited from trading in securities while in possession of material insideinformation.  Among other things, tradingwhile in possession of material inside information can subject the employee tocriminal or civil penalties.  The Company’spolicy on insider trading is incorporated by reference into this Code.

OutsideActivities/Employment

Any outsideactivity, including employment, should not significantly encroach on the timeand attention employees devote to their corporate duties, should not adverselyaffect the quality or quantity of their work, and should not make use ofcorporate equipment, facilities, or supplies, or imply (without the Company’sapproval) the Company’s sponsorship or support. In

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(1) Acceptance ofgifts in the nature of a memento, e.g. a conference gift or otherinconsequential gift, valued at less than one hundred dollars ($100) ispermitted.

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addition, under nocircumstances are employees permitted to compete with the Company, or take forthemselves or their family members business opportunities that belong to theCompany that are discovered or made available by virtue of their positions atthe Company.  Employees are prohibited fromtaking part in any outside employment without the Company’s prior approval.

Civic/PoliticalActivities

Employees areencouraged to participate in civic, charitable or political activities so longas such participation does not encroach on the time and attention they areexpected to devote to their company-related duties.  Such activities are to be conducted in amanner that does not involve the Company or its assets or facilities, and doesnot create an appearance of Company involvement or endorsement.

Loansto Employees

The Company willnot make loans or extend credit guarantees to or for the personal benefit ofofficers, except as permitted by law. Loans or guarantees may be extended to other employees only with Companyapproval.

**III.****                                 FairDealing**

Each employeeshould deal fairly and in good faith with the Company’s customers, suppliers,regulators, business partners and others. No employee may take unfair advantage of anyone through manipulation,misrepresentation, inappropriate threats, fraud, abuse of confidential information,or other related conduct.

**IV.****                                ProperUse of Company Assets**

Company assets,such as information, materials, supplies, time, intellectual property,facilities, software, and other assets owned or leased by the Company, or thatare otherwise in the Company’s possession, may be used only for legitimatebusiness purposes.  The personal use ofCompany assets, without Company approval, is prohibited.

**V.****                                    Delegationof Authority**

Each employee, andparticularly each of the Company’s officers, must exercise due care to ensure thatany delegation of authority is reasonable and appropriate in scope, andincludes appropriate and continuous monitoring. No authority may be delegated to employees who the Company has reason tobelieve, through the exercise of reasonable due diligence, may have apropensity to engage in illegal activities.

**VI.****                                HandlingConfidential Information**

Employees shouldobserve the confidentiality of information that they acquire by virtue of theirpositions at the Company, including information concerning customers,suppliers, competitors, and other employees, except where disclosure isapproved by the Company or otherwise legally mandated.  Of special sensitivity is financialinformation, which should under

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all circumstances beconsidered confidential except where its disclosure is approved by the Company,or when it has been publicly available in a periodic or special report for atleast two business days.

**VII.****                            Handlingof Financial Information**

U.S. federal law requires theCompany to set forth guidelines pursuant to which the principal executiveofficer and senior financial employees perform their duties.  Employees subject to this requirement includethe principal executive officer, the principal financial officer, comptrolleror principal accounting officer, and any person who performs a similarfunction.  However, the Company expectsthat all employees who participate in the preparation of any part of theCompany’s financial statements follow these guidelines:

·                  Act with honesty and integrity, avoiding violationsof the code, including actual or apparent conflicts of interest with theCompany in personal and professional relationships.

·                  Disclose to the Compliance Officer any materialtransaction or relationship that reasonably could be expected to give rise toany violations of the code, including actual or apparent conflicts of interestwith the Company.

·                  Provide the Company’s other employees,consultants, and advisors with information that is accurate, complete,objective, relevant, timely, and understandable.

·                  Endeavor to ensure full, fair, timely, accurate,and understandable disclosure in the Company’s periodic reports.

·                  Comply with rules and regulations of federal,state, provincial and local governments, and other appropriate private andpublic regulatory agencies.

·                  Act in good faith, responsibly, and with duecare, competence and diligence, without misrepresenting material facts orallowing your independent judgment to be subordinated.

·                  Respect the confidentiality of informationacquired in the course of your work except where you have Company approval orwhere disclosure is otherwise legally mandated. Confidential information acquired in the course of your work will not beused for personal advantage.

·                  Share and maintain skills important and relevantto the Company’s needs.

·                  Proactively promote ethical behavior among peersin your work environment.

·                  Achieve responsible use of and control over allassets and resources employed or entrusted to you.

·                  Record or participate in the recording of entriesin the Company’s books and records that are accurate to the best of yourknowledge.

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The foregoing are set forth as guidelines for the principal executiveofficer and financial employees but, are, in fact, statements of mandatory conduct.  It is also important to note that U.S.federal law requires that any waiver of, or amendment to the requirements inthis Section VII will be subject to public disclosure.

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