**Exhibit 11.2**

 

**Danaos Corporation**

**Code of Conduct for the ChiefExecutive Officer and Senior Financial Officers**

Danaos Corporation (the “Company”) iscommitted to the highest standards of ethical business conduct. In addition toour code of conduct for all Companyemployees and officers, we provide this Code of Conduct (the “Code”) as a setof guidelines pursuant to which our principal executive officer and seniorfinancial employees should perform their duties. The Code is intended to deterwrongdoing and to promote adherence to the items set forth below. Employeessubject to the Code include the chief executive officer, the principalfinancial officer, the principal accounting officer, and any person whoperforms a materially similar function. The particular employees who aresubject to the Code from time to time (the “Covered Employees”) will bedesignated by, and informed of such designation, by the Company.

·                 In carrying outtheir duties and responsibilities, Covered Employees should endeavor to actwith honesty and integrity, including the ethical handling of actual orapparent conflicts of interest between personal and professional relationships.

·                 To promote full,fair, accurate, timely and understandable disclosure in the periodic reportsthat the Company files with, or submits to, the Securities and ExchangeCommission and in other public communications made by the Company, it is theresponsibility of each Covered Employee promptly to bring to the attention ofthe Company’s Audit Committee any material information of which he or she maybecome aware that affects the disclosures made by the Company in its publicfilings or otherwise, and to otherwise assist the Audit Committee in fulfillingits responsibilities. In addition, each Covered Employee shall promptly bringto the attention of the Audit Committee any information he or she may haveconcerning (a) significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonablylikely to adversely affect the Company’s ability to record, process, summarizeand report financial data or (b) any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theCompany’s internal control over financial reporting.

·                 In carrying outtheir duties and responsibilities, Covered Employees should endeavor to comply,and to cause the Company to comply, with applicable governmental laws, rulesand regulations. In addition, each Covered Employee shall promptly bring to theattention of the chairman of the Audit Committee any information he or she mayhave concerning evidence of a material violation of the securities or otherlaws, rules or regulations applicable to the Company and the operation of itsbusiness, by the Company or any agent thereof.

·                 Each CoveredEmployee shall promptly report to the Compliance Officer any information he orshe may have concerning evidence of a material violation of the Code.

·                 Covered Employeesare expected to adhere to the Code. The Board of Directors shall determine, ordesignate appropriate persons to determine, appropriate actions to be taken inthe event of violations of this Code. Such actions shall be reasonably designedto deter wrongdoing and to promote accountability for adherence to this Code,and may include written notices to the individual involved that there has beena violation, censure, demotion

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or re-assignment of the individual involved,suspension with or without pay or benefits and/or termination of the individual’semployment. In determining what action is appropriate in a particular case, theBoard of Directors or such designee shall take into account all relevantinformation, including the nature and severity of the violation, whether theviolation was a single occurrence or repeated occurrences, whether theviolation appears to have been intentional or inadvertent, whether theindividual in question had been advised prior to the violation as to the propercourse of action and whether or not the individual in question had committedother violations in the past.

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