Exhibit 11.01  CODE OF ETHICS SADIA  Sadia is characterized by the
acknowledging of its brand and by the quality of its products and services,
which are key factors in its capability of competing and generating superior
results.  We are present in several countries
and, for our company to get better results, this acknowledging must be
preserved and strengthened; for this, the manner in which each person behaves
is fundamental for us to be increasingly respected in Brazil and abroad.  Sadia s Culture is the result of the
behavior of each and everyone of us  To know and practice Sadias Code of
Ethics is fundamental to guarantee Sadias Culture.


The Sadia Culture is the way we make
things around here.  The values from Sadia culture:  1.We have big dreams, we are all moving in the same direction
and we will make things happen. 2.The Sadia People: we have and retain the most talented people 3.In this company everyone acts like an entrepreneur 4.Our customers are the reason we are in business 5.We focus on profits. Processes are the means to that end 6.We are objective. We go further because we make things simple 7.We innovate and believe in change management 8.We always seek to have a healthy environment 9.We are upright, honest and ethical  Sadias Code of Ethics is our
commitment to defend that in which we believe, following a posture that is
responsible, ethical, transparent, and of mutual respect.  It is applicable to ALL Sadias
Group employees (blue collar and administrative), in Brazil or abroad, and its
precepts are extensive to its suppliers of goods, services, and materials, its
business partners, integrated producers, clients and other involved parties
and/or interested in our business.  Here you will find the main ethical
behaviors that must guide your daily routine and your relationships within the
company. Understand, practice and multiply these principles. We count on you!


A good relationship is the key for our
success.  To preserve this good relationship, in
the work environment as well as with clients and consumers, shareholders,
investors, market analysts, suppliers, service providers, business partners,
and unions, it is important that we respect their integrity, expectations, and
privacy, obeying the legislation, norms, internal and external regulations in
all its instances.


I  About our relationships  1. In the work environment:  The relationships in Sadias work
environment are aligned with the values of the company, collective agreements,
and applicable contracts, obeying the current legislation and norms.  Respect for the others creates an excellent
work environment, avoiding all forms of embarrassment to oneself and the
others.


Sadia does not condone, in any shape
or form, from its employees, its suppliers, and other parties with which it has
business relationships:  ·The use of child labor and the work of children under
16, except when they are hired as underage apprentice (from 14 to 18,
according to the applicable legislation); ·The exploration of slave work, forced labor through
intimidation and/or not remunerated; ·Conduct that causes embarrassment or is disrespectful
towards ones subordinates or other people in the company, such as offensive
words, intimidation, sexual harassment, and psychological or physical
aggression; ·Any type of discrimination or prejudice involving age,
race, color, nationality, sex, politics, religion or belief, and handicap; ·The consumption of alcoholic beverages or illegal
drugs, nor being under their influence during the working day or when working
for the company.


2. With unions:  Sadia acknowledges the legitimacy of
the unions and respects their initiatives and practices. We are always ready to
negotiate in any situation, looking for solutions that please all the involved
people.  ·We are a democratic company and we respect the right of
the employee to filiate to his professional category union or to which the
company is associated, as long as he does not use for this purpose companys
resources, goods, and the brand; ·We keep direct contact with our employees in the issues
that involve labor relationships; ·The contributions made by Sadia and its employees to
the unions, spontaneous or compulsory, are established by the Brazilian
legislation; ·We allow the presence of the union representatives or
representatives of the categories in our facilities, as long as they request a
prior authorization and respect the Good Manufacturing Practices (GMP) and the
sanitary requirements.


3. With shareholders, potential
investors and analysts  If there is a request for
communication with shareholders and investors, contact the Relationship with
Investors area (ri@sadia.com.br).  This area is prepared to
communicate in a precise, transparent and opportune manner, allowing that
shareholders and investors follow the activities and performance of the company
through information that is legally available to the market in the manner
established by the Brazilian CVM (an agency like the U.S. SEC  Security and
Exchange Comission).  We must be careful and keep in
absolute secrecy the information on Sadias projects, businesses, activities,
and results that have not yet been divulged to the market and that may
interfere in the quotation of the shares of the company in the stock market,
influence the market and/or investment decisions.


4. With clients and consumers  Our clients and consumers are the
reason and the inspiration for us to produce increasingly better products and
to offer incomparable services.  Food safety is a commitment of the
company. All the employees involved in production activities must know the
basic tools (GMP1, SSOP2 and HACCP2) to keep the safety of the food and commit
themselves to follow them permanently.  We expect to constantly increase our
credibility with our clients and consumers, committing ourselves to:  ·Be honest in our relationships, dealing with people with efficiency and
courtesy; ·Deliver what we promise; ·Not to sacrifice in any way the quality of our products, services, or
brand; ·Not to use the name Sadia in our own benefit or in the benefit of other
people; ·Keep the established and expected standard for the products and
services, for it is our certificate of quality guarantee; ·Be concerned for their interests, helping them to solve problems and
sending their requests and complaints to the adequate areas of the company; ·be open to criticism and contributions in
the constant quest for the improvement of the quality of our products and
services.  
 1 Good Manufacturing Practices (GMP) 2 Sanitation Standard Operating Procedure
(SSOP) 3 Hazard Analysis and Critical Control
Points (HACCP)


5. With suppliers, service providers,
and business partners  Sadia considers the transparency and
impartiality in the development of suppliers, service providers and partners,
basing its decisions in technical factors, in the quality of products and
services, as well as in the deadlines and business conditions, based in ethical
principles to preserve the mutual trust.  ·We offer equal opportunity to all; ·We follow the standards defines in Sadias hiring policies; ·We stimulate them to adopt management policies that respect
human dignity, ethics, and the environment preservation; ·We consider them an extension of our company, so we must have
a respectful, lasting and trusting relationship; ·We require a permanent improvement in the productivity of
their processes, as a way to guarantee our competitivity and contribute to
their preservation; ·We expect that they have an exemplar behavior and that they
follow the precepts and expectations of this Code of Ethics and that they obey
all the current legislation applicable to their businesses.


6. With the Environment and Local
Communities  Sadia adopts the policies of environmental
management, and, thinking of the future generations, stimulates the propagation
of the concept of sustainable development, where the company, as its main
agent, must be economically viable, socially just, and environmentally correct.
The preservation of the natural resources and the respect to the communities in
which we work are basic presuppositions.  ·We stimulate actions aimed to the formation of
citizenship through the sustainable development in the areas in which we
operate; ·We develop, promote, and support programs of
environmental awareness and education with clients, suppliers, employees and
the community; ·We must set the example in our own company, promoting
the rational use of the natural resources, the preservation of the environment,
the recycling, and the reduction of organic matter and waste; ·We keep our teams trained and qualified to promote the
continuous improvement of the environment; ·We stimulate this environment preservation culture for
the families of our employees.


7. With the government agencies and political activities  All Sadias employees must act with honesty, transparency and
integrity in the necessary contacts with organs and/or entities of the public
sector due to the activities of the company.  Sadia does not authorize in the relationship of its employees
with public agents:  ·The
concession of advantages and/or privileges of any sort and modality due to the
position occupied; ·Make
contributions or give presents to government representatives, political parties
or candidates, except in the conditions defined by law and as long as
authorized by the competent area; ·Support the
participation in campaigns or political activities and/or parties using Sadias
name and prestige without an authorization by the competent area. ·Any
contact, contribution or support of institutional nature involving a person, an
organ, or a public entity, must be authorized by the Chief Executive Officer.


8. With the market and competitors  Sadia believes that loyal competition is a constant
incentive for the innovation and search for excellence in the quality of its
products and services. However, the employees are forbidden to divulge
information or discuss with competitors plans for the commercializing,
promotion, and divulging of its products and services.


9. With the press  Sadia keeps an open channel with the press in general, making
available all the information necessary to clarify and divulge its activities.  It is the duty of all the employees and service providers of
the Company to watch over Sadias institutional image, business reputation,
brands, and products. Any contact with any press organ shall be, mandatorily,
authorized by the Corporate Communication Support:  ·Never give
information and/or interviews without authorization; ·Tell your
suppliers that they are not authorized to divulge any project without Sadia s
authorization; ·Do not talk
about the company projects in public areas (airplanes, restaurants, etc) for
you never know whos eavesdropping; ·When you
identify any incorrect publication of data or news that affect Sadias image,
immediately inform the Corporate Communication Support.


10. With class associations and entities  Sadia acknowledges the importance and supports the
participation of its managers in the class associations and entities to which
it is affiliated, aiming not only the defense of the company interests but also
the integration of its employees in the industrial, technical and scientific
communities.  Its the Chief Executive Officers responsibility to take
care of Sadias information that may be dealt with by the managers and
employees with the class associations and entities, and forums in general.


11. With the international community  Sadia is present in several international markets, with
different policies and norms in relation to its business.  We stimulate the respect and the integration to different
cultures and believe that diversity is a competitive advantage for the business.  Respecting the cultural particularities of each country and
region, this Code and the principles that guide it must be integrally followed
by all the administrators and employees, expatriates or local.


II. Conflict of interests  The following behavior shall not be acceptable from Sadias
employees and administrators, and will be considered extremely serious in terms
of labor laws, contract and partnership regulations:  1. Private interests:  ·Use the prestige of the position or the name of the company for ones own
benefit or of other people; ·Develop, parallel to ones work in the company, directly or indirectly,
competing activities and/or activities competing with Sadias businesses,
without Sadias written authorization, except the ones of academic nature; ·Be the owner or a partner of a company or any economic activity that may
represent a conflict of interests.


2. Information safety and intellectual property  Use or share with third parties, without the company
authorization, confidential information that is intellectual or immaterial
property of Sadia or one of its suppliers or clients. This includes secrets of
industry, processes, products, formulas, technology, know-how, inventions,
improvements, electronic systems, copyrights, as follows:  ·Divulge or
use inadequately privileged and/or relevant information of the company with the
objective of gaining personal advantage or for a third partys benefit; ·Divulge
information that is not official (gossip) of any type; ·Leave
confidential documents exposed to general view, on tables, fax machines or copy
machines; ·Give
lectures, participate in seminars or academic research on Sadias processes and
businesses without authorization of ones immediate superior and area director.  If there is the need to use Sadia S.A. logo in high
visibility materials, contact the person responsible for the Corporate Brand in
the Marketing Department (marca@sadia.com.br). This area will evaluate the
possibility of utilization of the logo, formally authorizing the person
interested.


3. Assets and resources of the company  Use company equipment, resources and electronic means
(e-mail, Internet, etc.) for non authorized purposes, disobeying Sadias
internal policies and norms.  II. Conflict of Interests  4. Negotiation of company shares  Negotiate, due to position or access to privileged
information, shares issued by Sadia in the periods of legal impediment,
infringing the applicable legislation (CVM) and internal norms of the
Organization*.  
 *Doubts
may be solved by the Market Relations Management (GRM) (Contact:
ri@sadia.com.br)


5. Employees that are relatives  ·Employing
close relatives* that have not been evaluated by the Human Resources area and
competed in equal conditions with other candidates; ·Having as
direct subordinate, within the same hierachic line, up to twice removed
relatives*.  
 * the following are considered relatives: spouse, up to
twice removed blood relatives: parents, offspring, grandparents, grandchildren,
siblings, uncles and aunts and cousins, spouses, parents-in-law and
siblings-in-law.


6. Related parties  ·Hiring,
using ones influence or position, an operation with Sadia or company under
ones control  that may, in the manner of the law, be characterized as
Transaction between the Related Parties; ·Operations
of this sort shall be considered exceptional and shall depend on a previous
consultation to the Controller, Administrative and IT area, being based on a
formal contract and performed in equalized market conditions.  7. Presents, Gifts, Favors and related items  ·Receiving
presents, benefits or advantages of any sort and type (leisure trips, tickets, financial compensation,
etc.) from suppliers, clients, partners or competitors. ·Only
promotional/institutional presents may be accepted (that is, with no commercial
value) or goods whose aggregated value does not exceed 1 (one) national minimum
wage. Above this amount the gifts must be returned with a thank you (verbal or
written). ·Being
invited by suppliers, clients, partners or competitors to participate in
presentations, courses, speeches, and related activities, unless they are
related to the company interests and approved by the immediate superior and
area Director.


8. Donations and Sponsorships  ·Sponsorships
and donations must be integrated to Sadias institutional and market interests,
improve the corporate image of the company and take into consideration the
benefits generated to the community and may be done with the Chief Executive
Officers approval.


III. Financial Information and Accounting Records/ Integrity of the Reports  Sadia keeps adequate accounting and internal control systems
to insure the trustworthiness of the financial and patrimonial situation and
results of the company.  All operations and businesses performed by Sadia are, and
shall remain, supported by its respective documentation and are, and must be,
immediately registered in the official books and registry of the company,
following the law and the accepted accounting principles to the letter. (BR
GAAP and US GAAP).  Each employee must act in good faith and with extreme care to
insure the complete, precise, opportune, and transparent divulging of the
information, financial reports, and documents that Sadia present or submit to
the CVM, as well as in all other official communication of the company to the
market.


IV. Ethics and Behavior Management  1. Ethics Committee  The Ethics Committee is formed by members of the Board of
Directors and managers of the company and is responsible for:  ·Revising
periodically the Code of Ethics of the company; ·Analyzing
the reports on violations of the Code of Ethics that are sent to them by the
Ethics and Behavior Committee; ·Examining
the most serious cases of violation of the Code of Ethics, submitting them to
the Board of Directors for decision making; ·Deliberation
about doubts on the interpretation of the Code of Ethics text as well as in
eventual ethical dilemmas.  2. Ethics and Behavior Committee  The Ethics and Behavior Committee is the executive organ
formed by representatives of the Internal Audit, Human Resources, and Juridical
areas, responsible for the monitoring and measuring of the divulging procedures
and application of this Code of Ethics in the company and its precepts with its
suppliers and commercial partners, to insure its obeisance and effectiveness.  Its the Ethics and Behavior Committees responsibility to
analyze the infractions and violations of this Code, recommending to the Chief
Executive Officer or to the Ethics Committee, in the most serious cases, the
application of disciplinary and legal sanctions.  Its also the Ethics and Behavior Committees responsibility
to permanently evaluate the dispositions of this Code, and, whenever necessary,
propose modifications to the Ethics Committee.  3. Sanctions / Penalties  The infractions to the Code of Ethics shall subject their
authors to disciplinary measures and/or penalties, based on the labor, civil,
or criminal law.  4. Behavior towards Code of Ethics doubts or violations  Following Sadias Code of Ethics and obeying its values is
basic to support everyones alignment to the company expectations, to obtain
better results based on the same principles and guarantee Sadias Culture.


It is expected that all company employees and administrators
be committed to the fulfillment of what is stipulated in this Code of Ethics
and denounce the inadequate behavior through the Integrity Hotline, a Sadias
direct communication channel with all the employees, which is free and insures
to the caller total confidentiality.  INTEGRITY HOTLINE 601-3700 or +55(11)2117-3700


V. Approval, term, and divulging  1. Approval and Term  This code of ethics was approved by Sadias Board of
Directors during the meeting of January 31, 2006, and is deemed valid from
the date of its divulging.  2. Divulging  This Code of Ethics shall be fully divulged to all employees,
suppliers and business partner, and its knowledge be part of contracts in the
case of suppliers and a term of responsibility be filed with the employees
documentation.  All the newly hired employees shall be informed of this code
of ethics during the process of integration to company.  Responsibility and commitment term of adhesion to the Code of
Ethics of Sadia S/A.  I hereby declare that I have received, I took knowledge of
the entire text, that I agree to all the terms and conditions and I commit
myself to fulfill and to watch over for the integral and permanent observance
of this Code of Ethics.  Name:RE:Position:Área:Unit:Data:Signature: