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 (MCE).This Code contains general guidelines for conducting the business of MCE 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, employees, agents and
subcontractors of MCE 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 Information
 This 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 Code
 All 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 your supervisor, who 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 your Human Resources Office 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
concern.
 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. If your
conduct as a representative of the Company does not comply with applicable laws or
with this Code, it may result in serious consequences for both you and the Company.




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D.
    
    Policy Against Retaliation
 In 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.
 It is important to note that our policy against retaliation is to protect employees
engaging in responsible reporting of activities which they, in good faith, believe
are in violation of company policies or legal rules and regulations.  However, it is
equally important for the Company to safeguard our employees from malicious
accusations based on unfounded information which the person reporting the activity
knows is untrue.  An employee who files a report against another employee knowing
that the report contains false information or allegations will be subject to
internal review and appropriate discipline.
 E.
    
    Waivers of the Code
 Employees 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.
 II.
    
    Internal and External Dealings
 A.
    
    Patrons
 The 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 appropriately and 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.
 
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B.
    
    Shareholders
 The 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 Practices
 The 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,
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 shall be made taking into consideration all
relevant factors such as market conditions, business requirements and
performance of the Company as well as other relevant factors such as
performance, capability, effort and degree of contribution made by the
employees concerned.
 D.
    
    Competitors and Business Partners
 The 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.
 
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III.
    
    Conflicts of Interest
 A.
    
    Identifying Potential Conflicts of Interest
 A 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.
 
    
    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.
 
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
    
    Personal Conducts. In their dealings with internal parties (such as
other employees and directors of the Company) and external parties (such as
patrons or employees, officers, directors, contractors and shareholders of
customers, suppliers, vendors and investors), employees should conduct
themselves in accordance with our communitys standards of integrity, honesty
and good morals and should avoid any act involving moral turpitude or any act
that may adversely affect the image or reputation of the Company.
 For purposes of this Code, a company is a material customer if the company has
made payments to the Company in the past year in excess of US$200,000 or 5% of the
customers gross revenues, whichever is greater. A company is a material supplier
if the company has received payments from the Company in the past year in excess of
$200,000 or 5% of the suppliers gross revenues, whichever is greater. A company is
a material competitor if the company competes in the Companys line of business
and has annual gross revenues from such line of business in excess of US$10,000,000.
For purposes of this Code, Melco International Development Limited and its
subsidiaries (Melco), Crown Limited and its subsidiaries (Crown), and any other
joint venture entities of Melco and Crown are not considered to be material
competitors, suppliers or patrons.
 B.
    
    Disclosure of Conflicts of Interest
 The 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 Industry
 You 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 Areas
 In 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 EntertainmentThe giving and receiving of gifts is a worthwhile and acceptable business practice when
performed within the boundaries set forth by this Code and applicable laws and regulations.
Appropriate business gifts and entertainment are welcome courtesies designed to build
relationships and understanding among business partners. However, gifts and entertainment
should not compromise, or appear to compromise, your ability to make objective and fair
business decisions.When you are providing a gift, entertainment or other accommodation in connection with
Company business, you must do so in a manner that is in good taste and without excessive
expense. Except for complimentary goods and services customarily provided to patrons in the
ordinary course of the Companys business, you may not furnish or offer to furnish any gift
that is of more than token value or that goes beyond the common courtesies associated with
accepted business practices. You should follow the below guidelines for receiving gifts, in
determining when it is appropriate to give gifts and when prior written approval from the
Human Resources department is required.You must be particularly sensitive in considering a gift or entertainment for a governmental
official, as such expenditures are subject to strict rules and regulations under the laws of
the United States and other jurisdictions where the Company operates. As described in
Section VIII.B of this Code, any expenditures or benefits conferred upon governmental
officials must comply with the requirements of the U.S. Foreign Corrupt Practices Act. A
gift or entertainment that may be construed as a bribe, kickback or other improper payment
may not be given under any circumstances.Our suppliers and tenants likely have gift and entertainment policies of their own. You
must be careful never to provide a gift or entertainment that you know violates the other
companys gift and entertainment policy.It is your responsibility to use good judgment in this area. As a general rule, you may
give or receive gifts or entertainment to or from patrons or suppliers only if the value of
such gift or entertainment is not unreasonable and such gift or entertainment would not be
viewed as an inducement to or reward for any particular business decision. All gifts and
entertainment expenses should be accurately accounted for on expense reports, including in
the nature and purpose of the expenditure. The following specific examples may be helpful:
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    Meals and Entertainment. You may occasionally accept or give meals,
refreshments or other entertainment if:
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    The items are of reasonable value;
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    The purpose of the meeting or attendance at the event is business related;
and
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    The expenses would be paid by the Company as a reasonable business expense
if not paid for by another party.
 Entertainment of reasonable value may include food and tickets for sporting and
cultural events if they are generally offered to other patrons, suppliers or
vendors.
 All gifts and entertainment for governmental officials, as defined in Section VIII.B
below, must be pre-approved by your supervisor. As a general rule, gifts and
entertainment for governmental officials should not exceed HKD1,200(or its
equivalence in other currency) (the Gift Limit) per person and should not be given
on a frequent basis to any given government official. When calculating the cost of
entertainment for governmental officials, the total cost of the event is subject to
the Gift Limit (e.g., the combined expense of tickets, food, beverages and travel
should not exceed Gift Limit).
 
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
    
    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.
    
    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.
 This guideline does not prohibit authorized employees in designated job categories from
accepting traditional customer gratuities (tips).
 You should make every effort to refuse or return a gift that is beyond these permissible
guidelines. If it would be inappropriate to refuse a gift or you are unable to return a
gift, you should promptly report the gift to the Human Resources department. The Human
Resources department will bring the gift to the attention of the Compliance Officer, who may
require you to donate the gift to an appropriate community organization.
 If you provide any gift, entertainment or other accommodation in connection with the
Companys business, you must do so in a manner that is in good taste, without excessive
expense and in strict compliance with applicable laws. In particular, employees are
reminded that Macau civil servants have a duty to report the acceptance of any gifts of
whatever value to their superiors. In the event the gifts accepted are found to be a direct
or indirect advantage to such civil servant, the Company and the employee may be subject to
criminal prosecution and the employee may be subject to disciplinary action, up to and
including termination of employment.
 V.
    
    Confidential, Proprietary InformationOne of the Companys most valuable assets is information. Employees should maintain the
confidentiality of information (whether or not it is considered proprietary) entrusted to
them not only by the Company, but also by suppliers, patrons and others related to our
business. Confidential information includes all non-public information that might be of use
to our competitors or harmful to the Company, or its patrons or suppliers, if disclosed.
Examples of confidential information include trade secrets, new product or marketing plans,
customer lists, research and development ideas, manufacturing processes, or acquisition or
divestiture prospects.Employees should take steps to safeguard confidential information by keeping such
information secure, limiting access to such information to those employees who have a need
to know in order to do their job, and avoiding discussion of confidential information in
public areas, for example, in elevators, on planes, and on mobile phones.Confidential information may be disclosed to others when disclosure is authorized by the
Company or legally mandated. The obligation to preserve confidential information is
ongoing, even after termination of employment.
 VI.
    
    Company RecordsAccurate and reliable records are crucial to our business. Our records are the basis of our
earnings statements, financial reports and other disclosures to the public and guide our
business decision-making and strategic planning. Company records include booking
information, payroll, timecards, travel and
expense reports, e-mails, meeting minutes, accounting and financial data, measurement and
performance records, electronic data files and all other records maintained in the ordinary
course of our business.
 
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All Company records must be complete, accurate and reliable. Undisclosed or unrecorded
funds, payments or receipts are inconsistent with our business practices and are prohibited.
You are responsible for understanding and complying with our record keeping policy.
 VII.
    
    Accuracy of Financial Reports and Other Public communicationsAs a public company we are subject to various securities laws, regulations and reporting
obligations. These laws, regulations and obligations and our policies require the
disclosure of accurate and complete information regarding the Companys business, financial
condition and results of operations. Inaccurate, incomplete or untimely reporting will not
be tolerated and can severely damage the Company and result in legal liability.The Companys principal officers and other employees working in the Finance Department have
a special responsibility to ensure that all of our financial disclosures are full, fair,
accurate, timely and understandable. These employees must understand and strictly comply
with generally accepted accounting principles and all standards, laws and regulations for
accounting and financial reporting of transactions, estimates and forecasts. This policy
applies to all public disclosure of material information about the Company, including
written disclosures, oral statements, visual presentations, press conferences and media
calls. Please read the Companys Disclosure Controls and Procedures and Guidelines for
Corporate Communication for more information.In addition, U.S. federal securities law requires the Company to maintain accurate internal
books and records and to devise and maintain an adequate system of internal accounting
controls. The Securities and Exchange Commission (SEC) has supplemented the statutory
requirements by adopting rules that can impose liability on the Company for any inaccuracies
in its books and records, even if not material and even if inadvertent. In addition,
individual employees can be liable for (1)  falsifying records or accounts subject to the
above requirements and (2)  making any materially false, misleading, or incomplete statement
to an accountant in connection with an audit or any filing with the SEC. These provisions
reflect the SECs intent to discourage officers, directors, and other persons with access to
the Companys books and records from taking action that might result in the communication of
materially misleading financial information to the investing public.
 VIII.
    
    Compliance with Laws, Rules and RegulationsEach employee has an obligation to comply with all laws, rules and regulations applicable to
the Companys business. These include laws covering bribery and kickbacks, copyrights,
trademarks and trade secrets, information privacy, insider trading, illegal political
contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving
gratuities, environmental hazards, employment discrimination or harassment, occupational
health and safety, false or misleading financial information and misuse of corporate assets.
These laws also include Macau laws requiring our employees to report any event that may
affect the suitability of our Macau subsidiary which is a holder of our gaming
subconcession, or its direct or indirect shareholders, directors or employees, to conduct a
gaming business in Macau, and to provide all information required by Macau gaming regulators
pursuant to their supervisory authority of our gaming business in Macau. Any such required
report should be made to the Human Resources Department.You are expected to understand and comply with all laws, rules and regulations that apply to
your job position. It is the Companys policy to abide by the national and local laws of
our host nations and communities. The fact that in some countries certain standards of
conduct are legally prohibited, but these prohibitions are not enforced in practice, or
their violation is not subject to public criticism or censure, will not excuse any illegal
action by an employee.
 
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A.
    
    Compliance with Insider Trading Laws
 Employees are prohibited from trading in the stock or other securities of the
Company while in possession of material, nonpublic information about the Company.
In addition, employees are prohibited from recommending, tipping or suggesting
that anyone else buy or sell stock or other securities of the Company on the basis
of material, nonpublic information. Employees who obtain material nonpublic
information about another company in the course of their employment are prohibited
from trading in the stock or securities of the other company while in possession of
such information or tipping others to trade on the basis of such information.
Violation of insider trading laws can result in severe fines and criminal penalties,
as well as disciplinary action by the Company, up to and including termination of
employment.
 Please refer to the Companys Statement of Policies and Procedures Governing
Material, Non-Public Information and the Prevention in Insider Trading for more
information.
 B.
    
    The Foreign Corrupt Practices Act
 The Foreign Corrupt Practices Act (the FCPA) prohibits the Company and its
employees and agents from offering or giving money or any other item of value to win
or retain business or to influence any act or decision of any governmental official.
A governmental official includes not only national, regional, state, and local
elected and appointed government employees but also political parties, political
party officials, candidates for political office, employees of state-owned
companies, relatives and agents of government officials acting on their behalf, and
representatives of quasi-governmental and international organizations. Stated more
concisely, the FCPA prohibits the payment of bribes, kickback or other inducements
to foreign (i.e., non-U.S.) governmental officials. This prohibition also extends
to payments to a sales representative, agent or other third party if there is reason
to believe that the payment will be used indirectly for a prohibited payment to
governmental officials. Violation of the FCPA is a crime that can result in severe
fines and criminal penalties for the employee and the Company, as well as
disciplinary action by the Company, up to and including termination of employment.
 C.
    
    Compliance with Laws against Money Laundering
 Employees 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 DealingThe Companys success depends on building productive relationships with one another and
third parties on honesty, integrity, ethical behavior and mutual trust. Every employee
should endeavor to deal fairly with each of our patrons, suppliers, competitors and other
employees. No employee should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material facts, or any
other unfair-dealing practices.
 X.
    
    Protection and Proper Use of AssetsProper and efficient use of Company, supplier, customer and other third party assets, such
as electronic communication systems, information (proprietary or otherwise), material,
facilities and equipment, as well as intangible assets, is each employees responsibility.
Employees must not use such assets for personal profit for themselves or others. In
addition, employees must act in a manner to protect such assets from loss, damage, misuse,
theft, removal and waste. Finally, employees must ensure that such
assets are used only for legitimate business purposes. However, in limited instances,
Company assets may be used for other purposes approved by management.
 
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XI.
    
    ConclusionThis Code of Business Conduct and Ethics contains general guidelines for conducting the
business of the Company consistent with the highest standards of business ethics. If you
have any questions about these guidelines, please contact the Human Resources department.
We expect all Company employees to adhere to these standards.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.
 CERTIFICATION OF COMPLIANCE
   SIGNATURE
    
    DATENAMEPOSITION
 
 
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