Exhibit 11.1
 
 CODE OF BUSINESS CONDUCT AND ETHICS
 I.
    
    Introduction
 A.
    
    PurposeThis Code of Business Conduct and Ethics (the Code) was adopted by the Board of
Directors (the Board) of Melco Crown Entertainment Limited (MPEL).This Code contains general guidelines for conducting the business of MPEL and its
subsidiaries consistent with the highest standards of business ethics. To the
extent this Code requires a higher standard than required by commercial practice or
applicable laws, rules or regulations, we will adhere to these higher standards.This Code applies to all of the directors, officers and employees of MPEL and its
subsidiaries (which, unless the context otherwise requires, are collectively
referred to as the Company in this Code). We refer to all persons covered by this
Code as Company employees or simply employees. All references to you shall be
references to the employees. We also refer to our Chief Executive Officer, our
Chief Operating Officer, our Chief Financial Officer and the heads of our business
units as our principal officers.B.
    
    Seeking Help and InformationThis Code is not intended to be a comprehensive rulebook and cannot address every
situation that you may face. If you feel uncomfortable about a situation or have
any doubts about whether it is consistent with the Companys ethical standards, seek
help. We encourage you to contact the Human Resources department for help. The
Chief Legal Officer of the Company, has initially been appointed by the Board as the
Compliance Officer for the Company.C.
    
    Reporting Violations of the CodeAll employees have a duty to report any known or suspected violation of this Code,
including any violation of the laws, rules, regulations or policies that apply to
the Company. If you know of or suspect a violation of this Code, immediately report
the conduct to the Human Resources department, which will work with you to
investigate your concern or direct your concern to the appropriate department within
the Company. If you do not feel comfortable reporting the conduct to your
supervisor or you do not get a satisfactory response, you may contact the Compliance
Officer directly or submit your complaint to our hotline or via email set up under
our Procedures for Handling Complaints and Whistleblowing. All reports of known or
suspected violations of applicable laws or this Code will be handled sensitively and
with appropriate confidentiality. The Company will protect your confidentiality to
the extent possible, consistent with law and the Companys need to investigate your
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This Code will be enforced on a uniform basis for everyone, without regard to an
employees position within the Company. It is Company policy that any employee who
violates this Code will be subject to appropriate discipline, which may include
termination of employment. This determination will be based upon the facts and
circumstances of each particular situation. An employee accused of violating this
Code will be given an opportunity to present his or her version of the events at
issue prior to any determination of appropriate discipline. Employees who violate
any applicable law or this Code may become subject to civil damages, criminal fines
and prison terms. The Company may also face substantial fines and penalties and may
incur damage to its reputation and standing in the community. Your conduct as a
representative of the Company, if it does not comply with applicable laws or with
this Code, can result in serious consequences for both you and the Company.D.
    
    Policy Against RetaliationIn no event will there be any retaliation against someone for reporting an activity
that he or she in good faith believes to be a violation of any law, rule or
regulation. Any supervisor or other employee intimidating or imposing sanctions on
an employee for reporting a matter will be disciplined, which may include
termination of employment.Employees should know that it is a crime to retaliate against a person, including
with respect to their employment, for providing truthful information to a law
enforcement officer relating to the possible commission of any violation of law.
Employees who believe that they have been retaliated against by the Company, its
employees, contractors, subcontractors or agents, for providing information to or
assisting in an investigation conducted by a governmental authority or a person with
supervisory authority over the employee (or another employee who has the authority
to investigate or terminate misconduct) in connection with conduct that the employee
reasonably believes constitutes a violation of rule or law, may seek redress through
governmental agencies.E.
    
    Waivers of the CodeEmployees should understand that waivers or exceptions to our Code will be granted
only in advance and only under exceptional circumstances. Waivers of this Code for
employees may be made only by an executive officer of the Company. Any waiver of
this Code for our directors, executive officers or other principal officers may be
made only by the Board and will be disclosed to the public as required by applicable
laws or the rules of the Nasdaq.
 
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II.
    
    Internal and External Dealings
 A.
    
    PatronsThe Company seeks to provide excellent service to all third parties (Patrons) with
whom it conducts business. To this end, the employees of the Company shall abide by
the following principles.
 
    
    Act in good faith in its dealings with the Companys patrons.
    
    Respect the views of the Companys patrons, including suggestions and
requests made by the patrons concerning services offered by the Company.
Moreover, the Company shall seek to address all customer complaints promptly
and fairly.
    
    Provide the Companys patrons with all facts which the patrons should be
aware of concerning the services offered by the Company.
 The employees shall maintain the confidentiality of information entrusted to them by
the Company or its patrons, except when disclosure is duly authorized or legally
mandated. Confidential information includes all non-public information that may be
of use to the Companys competitors, or harmful to the Company or its patrons, if
disclosed.B.
    
    ShareholdersThe Company shall endeavor to maximize shareholder value. The employees of the
Company shall implement the following principles.
 
    
    The Company shall seek to maximize shareholder value by achieving
profitability through sound management.
    
    The Company shall respect the rights of its shareholders, including the
right to obtain adequate access to information which the Company is required by
law to disclose. Disclosure about the Companys affairs, operations and
financial condition shall be made in accordance with the Companys Guidelines
for Corporate Communications and Disclosure Controls and Procedures.
 C.
    
    Employment PracticesThe Company and the employees shall seek to create a workplace environment that is
harmonious, respectful of the rights of all employees, and conducive to attaining
excellence in the quality of service provided to the Companys patrons. The
employees of the Company shall respect each other as a member of the same community,
and shall endeavor to create and maintain a harmonious corporate culture. To
achieve this objective, the following principles shall be implemented at all times.
 
    
    The Company shall not engage in any discriminatory employment practice,
whether on the basis of place of birth, gender, marital status, physical
disability or any other characteristic which is not in compliance with
applicable laws.
    
    Sexual harassment is strictly prohibited on the part of the employees as
well as any party providing services to the Company, including temporary
workers, independent contractors or other professional service providers of the
Company.
    
    Decisions regarding employees, including promotion, shall be made fairly
based on merit; that is, capability, effort and degree of contribution made by
the employees concerned.
 
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D.
    
    Competitors and Business PartnersThe Company prides itself on being a responsible corporate citizen. The Company
shall continue to abide by the following principles.
 
    
    The Company shall respect its competitors and compete fairly and honestly
with them. The Company shall not seek any competitive advantage obtained
through unethical or illegal means.
    
    The Company shall not take unfair advantage of any person through
concealment, manipulation or abuse of privileged information, misrepresentation
of material facts or any unfair business practice.
 III.
    
    Conflicts of Interest
 A.
    
    Identifying Potential Conflicts of InterestA conflict of interest can occur when an employees private interest interferes, or
appears to interfere, with the interests of the Company as a whole. Such conflicts
of interest can undermine our business judgment and our responsibility to the
Company and threaten the Companys business and reputation. Accordingly, all
apparent, potential, and actual conflicts of interest should be scrupulously avoided
and any transactions between an employee and the Company which involves a potential
conflict of interest should only be entered into after you receive the appropriate
approval. You should refer all requests for such approvals to the Human Resources
department.Identifying potential conflicts of interest may not always be clear-cut. The
following situations are examples of potential conflicts of interest:
 
    
    Outside Employment. No employee should be employed by, serve as a
director of, or provide any services to a company that is a material customer
or supplier to, or any competitor of, the Company.
 
    
    Improper Personal Benefits. No employee should obtain any material
(as to him or her) personal benefits or favors because of his or her position
with the Company. Please see Gifts and Entertainment below for additional
guidelines in this area.
 
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
    
    Personal Interests. No employee shall have a direct or indirect
personal interest in a transaction involving the Company, except when the
interest has been fully disclosed to and approved by the Company.
 
    
    Financial Interests. No employee should have a financial interest
(ownership or otherwise) in any company that is a material customer, supplier
or competitor of the Company, except when the interest has been fully disclosed
to and approved by the Company. However, it is not typically considered a
conflict of interest (and therefore, prior approval is not required) to have an
interest of less than 1% of the outstanding shares of a publicly traded
company.
 
    
    Loans or Other Financial Transactions. No employee should obtain
loans or guarantees of personal obligations from, or enter into any other
personal financial transaction with, the Company or any company that is a
material customer or supplier to, or any competitor of, the Company. This
guideline does not prohibit arms-length transactions with banks, brokerage
firms or other financial institutions.
 
    
    Service on Boards and Committees. No employee should serve on a
board of directors or trustees or on a committee of any entity (whether profit
or not-for-profit) whose interests reasonably would be expected to conflict
with those of the Company.
 
    
    Actions of Family Members. The actions of family members outside
the workplace may also give rise to the conflicts of interest described above
because they may influence an employees objectivity in making decisions on
behalf of the Company. For purposes of this Code, family members include
your spouse or life-partner, brothers, sisters and parents, in-laws and
children whether such relationships are by blood or adoption. Please see
Family Members Working in the Industry below for additional guidelines in
this area.
 
    
    Outside Activity. No employee shall engage in any outside activity
that materially detracts from or interferes with the performance of his or her
services to the Company.
 Melco Crown
 
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B.
    
    Disclosure of Conflicts of InterestThe Company requires that employees disclose any situations that reasonably would be
expected to give rise to a conflict of interest. If you suspect that you have a
conflict of interest, or something that others could reasonably perceive as a
conflict of interest, you must report it to the Human Resources Department. The
Human Resources department will work with you to determine whether you have a
conflict of interest, or will direct your report to the appropriate department in
the Company, and, if a conflict is determined to exist, you will be assisted in
determining how best to address the conflict. Although conflicts of interest are
not automatically prohibited, they are not desirable and may only be waived as
described in Waivers of the Code above.C.
    
    Family Members Working in the IndustryYou may find yourself in a situation where (i) your Family Member is a competitor,
supplier, guest, patron, visitor or tenant of the Company or is employed by one or
(ii) your Family Member is also employed by the Company. Such situations are not
prohibited, but they call for extra sensitivity to security, confidentiality and
potential conflicts of interest.There are several factors to consider in assessing such a situation. Among them:
the relationship between the Company and the other company; the nature of your
responsibilities as a Company employee and those of the other person; and the access
each of you has to your respective employers confidential information. Such a
situation, however harmless it may appear to you, could arouse suspicions among your
colleagues that might affect your working relationships. The very appearance of a
conflict of interest can create problems, regardless of the propriety of your
behavior.To remove any such doubts or suspicions, you must disclose your specific situation
to the Human Resources department to assess the nature and extent of any concern and
how it can be resolved. In some instances, any risk to the Companys interests is
sufficiently remote that the Human Resources department may only remind you to guard
against inadvertently disclosing Company confidential information and not to be
involved in decisions on behalf of the Company that involve the other company.D.
    
    Presence in Gaming AreasIn general, employees of the Companys gaming operations may only enter the gaming
areas operated by the Company in the course of their normal work activities.
Employees should refer to and strictly comply with the policies of the relevant
business units related to access to gaming areas. Employees of non-gaming
operations and their guests may enter gaming areas operated by the Company but they
may not engage in gaming activities in such venues.
 
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IV.
    
    Gifts and Entertainment
     
    
    Meals and Entertainment. You may occasionally accept or give meals,
refreshments or other entertainment if:
 
    
    The items are of reasonable value;
 
    
    The purpose of the meeting or attendance at the event is business related;
and
 
    
    The expenses would be paid by the Company as a reasonable business expense
if not paid for by another party.
  
    
    Advertising and Promotional Materials. You may occasionally accept or give
advertising or promotional materials of nominal value.
 
    
    Personal Gifts. You may accept or give personal gifts of reasonable value
that are related to recognized special occasions such as a cultural event, celebration
or holiday (for example, Chinese New Year, Christmas, Mid-Autumn Festival and Chung
Yeung Festival). A gift is also acceptable if it is based on a family or personal
relationship and unrelated to the business between the individuals. If you are unsure
whether a gift is acceptable, please report the receipt of the gift to the Human
Resources department for further guidance.
 
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
    
    Gifts Rewarding Service or Accomplishment. You may accept a gift from a
civic, charitable or religious organization specifically related to your service or
accomplishment.
 
    
    Travel. Any gift that involves regional or international travel shall only
be accepted after clearance from your supervisor.
 tips
    V.
    
    Confidential, Proprietary Information
    
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VI.
    
    Company Records
   VII.
    
    Accuracy of Financial Reports and Other Public communications
   SEC
 
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VIII.
    
    Compliance with Laws, Rules and Regulations
   A.
    
    Compliance with Insider Trading Laws
   B.
    
    The Foreign Corrupt Practices Act
 FCPA
 
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C.
    
    Compliance with Laws against Money LaunderingEmployees are prohibited from engaging in activities which would amount to
money-laundering. Violation of laws against money laundering can result in
severe fines and criminal penalties, as well as disciplinary action by the Company,
up to and including termination of employment. In addition, employees should comply
with the Companys policy against money-laundering.
 IX.
    
    Fair Dealing
  X.
    
    Protection and Proper Use of Assets
  XI.
    
    Conclusion
  This Code of Business Conduct and Ethics shall be our code of ethics within the meaning of
Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.
 The Code does not in any way constitute an employment contract or an assurance of continued
employment. It is for the sole and exclusive benefit of the Company and may not be used or
relied upon by any other party. The Company may modify or repeal the provisions of the Code
or adopt a new Code at any time it deems appropriate, with or without notice.
 
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CERTIFICATION OF COMPLIANCE
  SIGNATURE
    
    
    
    DATENAMEPOSITION
 
 
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