EXHIBIT 11

          ANNEX B (to the written board resolution as of March 7, 2005)

                          SHAMIR OPTICAL INDUSTRY LTD.

                       CODE OF ETHICS AND BUSINESS CONDUCT

I.    PREAMBLE

Shamir Optical Industry Ltd. ("Shamir" or the "Company") hereby expressly
recognizes and adopts the following Code of Ethics and Business Conduct (the
"Code") and emphasizes the importance of this Code for the corporate governance
principles of the Company and its subsidiaries (the "Shamir group"). The Code
conforms to the requirements of the U.S. Securities and Exchange Commission
("SEC") and the Nasdaq Stock Exchange ("Nasdaq"). The Code applies to the
Company's directors, officers and employees, including, in particular, its chief
executive officer, its chief financial officer, its chief accounting officer or
controller and other persons performing similar functions.

II.   ETHICAL BEHAVIOR AND PREVENTION OF CONFLICTS OF INTEREST

The Company requires scrupulously ethical behavior of all its directors,
officers and employees in all areas, particularly in the business dealings of
the Company.

Every director, officer and employee is required to avoid activities and
associations outside of the Company that could lead to a conflict of interest. A
conflict of interest exists whenever the interests of a director, officer or
employee or of a member of his or her immediate family conflict in any way with
the interests of the Company. A conflict could arise whenever a director,
officer or employee takes actions or pursues interests that would make it
difficult for him or her to perform his or her duties within the Company
objectively and effectively. A conflict of interest could also arise when a
director, officer or employee or a member of his or her family receives improper
personal benefits as a result of his or her position within the Company. Every
director, officer and employee is required to disclose any such conflict of
interest to the compliance officer immediately. Should the compliance officer
him- or herself or a member of the senior management of the Company Committee
have such a conflict of interest, the compliance officer shall immediately
inform the audit committee.

III.  PUBLIC DISCLOSURE AND COMMUNICATION

The Company and its senior management are required to present the quarterly,
annual and consolidated financial and other reports of the Company, as well as
its public disclosure and communication, in a manner that is complete, fair,
accurate, timely and understandable.

All Company books, records and accounts are to be maintained in accordance with
applicable regulations and standards and must accurately reflect the true nature
of the transactions they record. Company financial statements will conform to
the Company's accounting policies, which are based on generally accepted
accounting rules. No undisclosed or unrecorded account or fund shall be
established for any purpose. No false or misleading entries shall be made in the
Company's books or records for any reason, and no disbursement of corporate
funds or other corporate property shall be made without adequate supporting
documentation.

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IV.   CORPORATE OPPORTUNITIES

Employees, officers and directors are prohibited from (a) taking for themselves
personally opportunities that are properly within the scope of the Company's
activities, (b) using corporate property, information or position for personal
gain, and (c) competing with the Company. Employees, officers and directors owe
a duty to the Company to advance its legitimate interests to the best of their
ability.

V.    COMPLIANCE WITH OFFICIAL RULES, REGULATIONS AND LAWS

The Company requires its directors, officers and employees to comply with all
applicable laws, rules and other regulations. This requirement includes laws and
rules with respect to insider trading.

Directors, officers and employees are required to disclose violations of laws,
rules or regulations to the compliance officer. In the event that the compliance
officer himself or herself is involved in such a violation, the violation shall
be disclosed to the audit committee.

VI.   CONFIDENTIALITY

Directors, officers and employees shall maintain the confidentiality of
information entrusted to them by the Company or customers of the Company.
Confidential information includes all non-public information that might be of
use to competitors, or that might be harmful to the Company or its customers if
disclosed. The obligation to safeguard confidential information continues after
employment with the Company ends.

The obligation to maintain the confidentiality of information may be subject to
legal or regulatory requirements to disclose that information. In such cases,
the Company's legal department or advisers will assist in determining what
disclosure is required.

VII.  FAIR DEALING

Each director, officer and employee shall deal fairly with customers, suppliers,
competitors and employees. No person may take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair-dealing practice.

VIII. PROTECTION AND PROPER USE OF COMPANY ASSETS

All directors, officers and employees should protect the Company's assets and
ensure their efficient use. Theft, carelessness and waste have a direct impact
on the Company's profitability. All of the Company's assets should be used for
legitimate business purposes only.

IX.   COMPLIANCE WITH THE CODE; VIOLATIONS OF THE CODE

Each director, officer and employee is personally responsible for ensuring that
his or her behavior complies with this Code. The Company's senior management
shall strive to promote a corporate culture that is based on compliance with all
laws, rules and regulations. The Company actively promotes ethical behavior in
all its business activities. Employees, directors and officers are required to
report violations of this Code to their managers, to the compliance officer or
to the Company's legal department or advisers.

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Any waiver of this Code for a member of senior management or a director may be
granted only by the Company's board of directors or a committee thereof and
promptly disclosed to shareholders.

The Company will take such actions as it deems appropriate for any violation of
this Code, including possible termination of the employment relationship with
the offending director, officer or employee.

VI.   PROCEDURAL MATTERS

The Company's Executive Vice-President, Dagan Avishai, shall serve as compliance
officer with respect to this Code. The compliance officer shall support the
Company's board of directors and senior management in their efforts to monitor
compliance with this Code. The compliance officer shall periodically review the
adequacy of this Code and present his proposals for potential amendments to the
board of directors.

This Code shall be published in accordance with the rules of the SEC. The
Company may publish this Code by posting it on its web site at www.shamir.co.il.
Every amendment to this Code shall be promptly disclosed to the Company's
shareholders and to the SEC on Form 6-K, in compliance with applicable
securities laws, rules and regulations.

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