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                                                                    Exhibit 11.1

        ELBIT MEDICAL IMAGING LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES

                          ELBIT MEDICAL IMAGING LTD.'S
                       CODE OF ETHICS AND BUSINESS CONDUCT
                   FOR DIRECTORS, OFFICERS AND OTHER EMPLOYEES

1.   Preamble - General:

     This Code of Ethics and Business Conduct (the "CODE") applies to Elbit
     Medical Imaging Ltd. and all and any direct and indirect, wholly owned
     subsidiaries ("SUBSIDIARIES"), (together referred to herein as the
     "COMPANY") and sets forth our Company's policies regarding ethical business
     conduct and principles guiding the activities of our directors, officers
     and other employees. The purpose of this Code is to promote a culture of
     honesty, integrity and respect for law and the people with whom we work.

     The Company puts great emphasis on ensuring professional business conduct
     and ethical behavior by its directors, officers and other employees. We
     expect each Member to use sound judgment to help us maintain appropriate
     compliance procedures and to carry out our business in compliance with laws
     and high ethical standards. Each Member of our Company is expected to read
     this Code and demonstrate personal commitment to the standards set forth in
     this Code. Our officers and other supervising employees are expected to be
     leaders in demonstrating this personal commitment to the standards outlined
     in this Code and recognizing indications of illegal or improper conduct.

     All Members are expected to report appropriately any indications of illegal
     or improper conduct.

     Any Member who does not comply with the standards set forth in this Code
     may be subject to discipline in light of the nature of the violation,
     including termination of employment or other service with the Company.

     While the Company acknowledges that it is not possible to reduce into
     writing all illegal or improper act or practice, by adopting this Code, it
     endeavors to set forth the core requirements for its directors, officers
     and other employees of the ethical and professional behavior expected and
     required from them.

2.   Definitions:

     In this Code, unless context otherwise requires:

     2.1  MEMBER shall mean the Company's principal executive officer, principal
          financial officer, principal accounting officer or controller or
          persons performing similar functions, as well as all other directors,
          officers and employees of the Company;

     2.2  CONFIDENTIAL INFORMATION shall mean non public information concerning
          the Company or concerning third parties with whom the Company does
          business.

     2.3  DESIGNATED PERSON shall mean a person designated by the Board of
          Directors to receive information regarding Violations or potential
          Violations in accordance with Article 9 below. The Designated Person
          elected by the Company's Board of Directors is the Company's General
          Counsel who can be reached at ADDRESS: 13 Mozes St., Tel Aviv. 97442,
          Israel EMAIL, mlavine@europe-israel.com TEL+972-3-6086001 FAX
          +972-3-6910120

     2.4  THE COMPANY'S GUIDELINES FOR INTERNAL DISCLOSURE OF INFORMATION shall
          mean a set of guidelines to be adopted by the Company under Section
          302 and 404 of the Law.


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        ELBIT MEDICAL IMAGING LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES

     2.5  SEC shall mean the US Securities and Exchange Commission.

     2.6  BUSINESS COURTESY shall mean any gift, benefit, advantage, bribe or
          gain, whether in money, goods, service or otherwise, provided to or
          received by a Member;

     2.7  ARTICLES OF ASSOCIATION shall mean the Memorandum and Articles of
          Association of the Company as amended from time to time;

     2.8  SEXUAL HARASSMENT ACT shall mean the Sexual Harassment Prevention Act
          of 1998;

     2.9  LAW shall mean the Sarbanes Oxley Act 2002;

3.   Honesty and Ethical Conduct; General Standards:

     Each Member shall at all times act honestly, ethically and in compliance
     with law in every aspect of their relationship with the Company, its
     business, assets and operations.

     Members should conduct themselves in a manner that, if their conduct were
     fully disclosed, the conduct would not detract from the Company's
     reputation or public goodwill or expose the Company to criticism or
     liability for failure to comply with applicable law or to practice
     principles of sound corporate governance.

     Members shall act in good faith, responsibly, with due care, prudence and
     diligence and shall strive to foster a Company culture of honesty,
     integrity and accountability.

     Members shall be accountable for their compliance with this Code.

4.   Conflict of Interests:

     We expect all Members to avoid allowing their private interests to
     interfere, or appear to interfere, with the interests of our Company as a
     whole. Each Member shall be under a duty to the Company, to act in a bona
     fide manner for the benefit thereof, and inter alia:

     4.1  Promptly disclose to the Company any personal interest such Member may
          have in a proposed or other transaction of the Company including the
          nature of such conflict of interest;

     4.2  Refrain from any act or omission which may give rise to any conflict
          of interests between the Member's private interest or interest of a
          family relative and the interest of the Company, including, without
          limitation, attempting to give or steer Company's business
          transactions to companies in which a family relative has a financial
          or other interest unless such transaction has been disclosed to the
          Designated Person or any member of the Company's Audit Committee and
          the appropriate approvals of our Company have been obtained;

     4.3  Refrain from any act or omission, which may result in a competition
          with the business of the Company. Without limiting the foregoing,
          refrain from using trade secrets and other nonpublic know-how and
          information learned at our Company in activities outside our Company
          or in other ways that could harm our business;

     4.4  Refrain from any act or omission which may adversely affect such
          Member's ability to perform his or her Company's duties objectively
          and effectively.

     4.5  Refrain from taking any advantage of any business opportunity that
          such Member learns through its employment or association with the


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        ELBIT MEDICAL IMAGING LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES

          Company with the purpose of benefiting such Member or any third party;

     4.6  Refrain from using corporate property, information or position for
          personal gain;

     4.7  Refrain from accepting or presenting any Business Courtesy, except
          directors compensation fees as approved by the Company's general
          meeting and/or Articles of Association. These prohibitions do not
          apply to items of truly nominal value such as generally free
          promotional items, assuming these items are not otherwise prohibited
          by applicable law or custom. Members should never accept anything that
          would appear to create a conflict of interest.

     4.8  Promptly disclose to the Company all and any information or document
          which such Member receives in his or her capacity as a Member, and
          which concerns the Company, in any manner whatever.

     In addition to the above, Members are expected to comply with any other
     corporate policies of the Company in effect from time to time.

5.   Insider Trading and Confidentiality; Accuracy of Records and Reporting:

     5.1  Each Member shall be prohibited from using Confidential Information
          for such Member's own benefit or disclosing it to any third party for
          their improper use. Each Member's personal securities transactions
          shall be conducted in consistency with this Code and the relevant
          applicable laws and regulations and in such a manner so as to avoid
          any actual or potential conflict of interest, the appearance of
          conflict of interest, or any abuse of such Member's position of trust
          and responsibility within the Company.

     5.2  In addition, applicable securities rules also prohibit selective
          disclosure of Confidential Information to those outside the Company in
          most circumstances. Therefore, all Members are expected to assist the
          Company in keeping all Confidential Information strictly confidential
          unless and until our Company makes an authorized press release or
          other authorized public communication or filing.

     5.3  Our policy is to provide public dissemination of material information
          about our business only through our employees authorized for this
          purpose. Employees are not under any circumstance to discuss our
          Company's financial, business or other information with the press
          (except for those employees expressly authorized for this purpose) or
          on any Internet or other "discussion board," "chat room," or similar
          forum. Requests from the media, analysts or stockholders about our
          company must be forwarded to our Chief Executive Officer or Chief
          Financial Officer for review by our professional staff having
          responsibility for these matters.

     5.4  Members are expected to follow and support the effectiveness of the
          Company's disclosure controls and procedures outlined in THE COMPANY'S
          GUIDELINES FOR INTERNAL DISCLOSURE OF INFORMATION and ensure full,
          fair, accurate, timely and understandable disclosure in the Company's
          reports and documents that it files with, or submits to any official
          or governmental authority including to the SEC and in other public
          communications made by the Company.

6.   Prevention of Sexual Harassment

     Members shall adhere to the provisions of the Sexual Harassment Act and
     shall not harass, sexually or otherwise, any other person.


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        ELBIT MEDICAL IMAGING LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES

     The Company shall issue Sexual Harassment Prohibition Policy to which all
     Members shall adhere and be bound by.

7.   Fair Dealing

     Members shall deal fairly with the Company's customers, suppliers,
     competitors and employees. None should take unfair advantage of anyone
     through manipulation, concealment, abuse of privileged information,
     misrepresentation of material facts, or any other unfair-dealing practice.

8.   Protection and proper use of Company assets

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

9.   Waivers

     Any waiver of any provision of this Code for any Member must be approved,
     if at all, in advance by the Board of Directors of the Company. Any such
     waivers granted which are required to be disclosed by applicable law will
     be publicly disclosed in the Company's Annual Report on Form 20F.

10.  Whistleblower Policy - Reporting of illegal or unethical behavior:

     10.1 If you wish to report or discuss any problem concerning our Company or
          any violation or apparent or possible violation of any law, regulation
          or this Code, including accounting, internal accounting controls, or
          auditing matters relating to our Company ("VIOLATION"), please
          promptly inform your supervising manager or report the matter to the
          Designated Person or any Director or Officer ("Addressee"). Any such
          Addressee, to whom a Violation is reported, other than the Company's
          General Counsel, shall immediately report same to the Company's
          General Counsel. If you wish to communicate any matter anonymously,
          you are free to do so, by mailing in writing without indicating your
          name or address to the Designated Person marking the envelope
          "Personal & Confidential". These reports will be received by the
          Designated Person and handled in accordance with the procedures for
          investigating and resolving concerns outlined below under the heading
          "Enforcement".

     10.2 Reports shall be treated confidentially, except as necessary to
          conduct the investigation and take any remedial action, in accordance
          with applicable law.

     10.3 Members shall be under no obligation to follow a directive, which, if
          followed, may result in a possible or apparent fraud or Violation.

     10.4 Members shall be obliged to assist in an investigation or any other
          proceedings regarding any Violation in good faith.

     10.5 No Member will be subject to retaliation by the Company for reporting
          good faith concerns to the Company and for the bona fide execution of
          the provisions of this Article 9. In addition, the Company may not
          discharge or otherwise discriminate in any manner against, or threaten
          or harass, a Member for any lawful act by the Member to provide
          information or assist in an investigation by the Company or any other
          governmental authority or agency, of any Violation.


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        ELBIT MEDICAL IMAGING LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES

     10.6 It is a violation of the Company's standards for any Member to
          communicate a report claiming a Violation, which report the Member
          knows to be false.

11.  Enforcement:

     11.1 The Designated Person will make a report to the Chairman of the Audit
          Committee, at each Board of Directors meeting or once per calendar
          quarter if no Board meeting is held during the quarter, of all reports
          of possible Violations received or any other matter disclosed to the
          Designated Person in terms of Article 9 above, which constitutes
          illegal or unethical behavior, the status of the initial
          investigation, the Designated Person's recommendation for further
          investigation and/or action, and the basis for the Designated Person's
          recommendation. In determining illegal or unethical behavior, the
          Designated Person may consult with any internal or external legal or
          other advisors. Reports of possible Violations or illegal or unethical
          behavior will be initially investigated by the Designated Person. The
          Designated Person may, in his discretion, include other employees
          and/or management (not including those named in the report of possible
          Violation or illegal or unethical behavior) to assist in the
          investigation. Upon completion of the initial investigation, the
          Designated Person will make a determination whether further
          investigation and/or action is required. If the Designated Person
          believes further investigation and/or action is required, the
          Designated Person will immediately forward the report and the results
          of the initial investigation to the Chairman of the Audit Committee.
          The Audit Committee may, in its discretion, assume responsibility for
          evaluating any possible Violation or illegal or unethical behavior
          (even those deemed to require no further investigation and/or action
          by the Designated Person) and directing or conducting any
          investigation or may delegate any portion of such responsibility to
          the Board of Directors, another committee, the Designated Person or
          another person or entity. If the Audit Committee chooses to assume
          responsibility for evaluating any possible Violation or illegal or
          unethical behavior or directing or conducting any investigation where
          the investigation concerns a possible Violation or illegal or
          unethical behavior by a member of the Board of Directors, the Audit
          Committee shall not delegate such investigation to the Board of
          Directors or any other committee but shall itself, not including that
          member, assume such responsibility. The Audit Committee shall have the
          authority to engage independent counsel and other advisers, as it
          deems necessary, to assist in its investigation and decision process.

     11.2 After conducting the investigation, the results will be evaluated and
          the Company shall authorize such swift response, follow-up and
          preventive actions, if any, as are deemed necessary and appropriate to
          address the substance of the reported possible Violation or illegal or
          unethical behavior. The Company reserves the right to take whatever
          action it believes appropriate, up to and including discharge of any
          employee determined to have engaged in improper conduct or termination
          of any services provided by any Member to the Company.

12.  Compliance with Laws

     12.1 All Members must respect and obey both the letter and the spirit of
          the laws of the countries in which we operate. Members have no


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        ELBIT MEDICAL IMAGING LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES

          mandate to contravene any law or regulation on behalf of the Company.

     12.2 Ignorance of the law is no excuse. Thus, Members should become
          familiar with the applicable laws and regulations that apply to the
          nature of their work or function. Although not all Members are
          expected to be experts in these laws, it is important to know enough
          to determine when to seek advice from supervisors, managers or other
          appropriate personnel.

13.  Review:

     The Company's Designated Person shall annually review this Code and suggest
     to the Company's Board of Directors, any amendments, corrections or
     additions thereto ("AMENDMENTS"). Any such Amendments shall be brought to
     the approval of the Board of Directors at its meeting called for the
     approval of the Company's relevant Annual Financial Statement.

14.  Implementation:

     Members are expected to read and understand this Code, uphold these
     standards in a day-to-day activities and comply with all applicable
     policies, procedures and laws.

15.  Reservation and Conflicts:

     15.1 This Code shall not replace or be construed as undermining in any
          manner any provision, order, instruction, regulation, section or
          article of any law, regulation or directive ("Regulatory Provision"),
          to which any Member and/or the Company is subject.

     15.2 In the event of any conflict or discrepancy between the provisions of
          this Code and any Regulatory Provision, the Member is strictly
          instructed to follow the provisions of Article 8 of this Code.

16.  General:

     16.1 This Code may be modified, substituted or amended from time to time,
          by the Company.

     16.2 This Code may not be construed as unilaterally substituting or
          altering any employment agreement with any employee of the Company.

     16.3 This Code shall in no event be construed as allowing, conferring or in
          any way granting any rights of any kind to any a third party
          beneficiary, whether intended or incidental, and it is not intended
          for the benefit of any person or entity except the Company.

     16.4 Please sign the acknowledgment form at the end of this Code of Ethics
          and Business Conduct and return the signed form to the Company's Human
          Resources Department indicating that you have received, read,
          understand and agree to comply with this Code.


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        ELBIT MEDICAL IMAGING LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES

<TABLE>
<S>                                     <C>                 <C>


APPROVED BY THE BOARD OF DIRECTORS OF
ELBIT MEDICAL IMAGING LTD. ON:          DECEMBER 11, 2005   SIGNATURE:
                                                                       ----------------------------


AMENDED ON:                                                 SIGNATURE:
                                        -----------------              ----------------------------


AMENDED ON:                                                 SIGNATURE:
                                        -----------------              ----------------------------
</TABLE>


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        ELBIT MEDICAL IMAGING LTD.'S CODE OF ETHICS AND BUSINESS CONDUCT
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES

                            ACKNOWLEDGMENT OF RECEIPT
                     OF CODE OF ETHICS AND BUSINESS CONDUCT

I have received and read the Code of Ethics and Business Conduct (the "CODE OF
ETHICS") of Elbit Medical Imaging Ltd. and all and any direct and indirect,
wholly owned subsidiaries, (collectively, the "COMPANY"). I understand the
standards and policies contained in the Code of Ethics and understand that there
may be additional policies or laws specific to my job. I further agree to comply
with the Code of Ethics.

I understand that my agreement to comply with the Code of Ethics does not
constitute or give rise to a contract of employment or a guarantee or promise of
any kind.

If I have questions concerning the meaning or application of the Code of Ethics,
and of the Company's policies, or the legal and regulatory requirements
applicable to my job, I understand that I can consult my manager or the
Designated Person or the Company's General Counsel, knowing that my questions or
reports to these persons will be maintained in confidence unless disclosure is
required by law, regulation or any competent authority.

-------------------------------------
Employee Name


-------------------------------------
Signature

-------------------------------------
Date

Please sign and return this form to the Company's Human Resources Department


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