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                                  EXHIBIT 11.1
                          ELBIT MEDICAL IMAGING LTD.'S
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                       CODE OF ETHICS AND BUSINESS CONDUCT
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                   FOR DIRECTORS, OFFICERS AND OTHER EMPLOYEES
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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 or
     partially owned subsidiaries ("Subsidiaries"), excluding Elscint Ltd., and
     any Subsidiaries held by Elscint Ltd. (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 material 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.

     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;

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. In so doing, each Member shall strive to
     avoid even the appearance of impropriety. Competitive factors, personal
     goals, and pressure from supervisors, customers or others shall never be an
     acceptable excuse for violating applicable laws.

     In every case, 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

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     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.   Duty Of Care And Prohibition Of Recklessness:

     4.1       Each Member shall exercise reasonable duty of care towards the
               Company and shall refrain from any recklessness.

     4.2       Each Member shall act in due competence, as a competent Member
               would have under the same circumstances, and take all and any
               reasonable measures to receive all necessary information, as may
               be required, for the forming of an informed decision as to any
               business brought to the Members for approval or that is being
               carried out in the course of the Member's duty.

5.   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:

     5.1       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;

     5.2       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 relative or friend 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 or personal friend 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;

     5.3       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;

     5.4       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, including without limitation,
               investments in other companies with which our Company does
               business if these investments could create the fact or appearance
               of a conflict of interest unless such investments received the
               appropriate approvals of our Company, if and to the extent
               required. Members should consult the Designated Person and/or the
               Company's General Counsel who shall advise on the appropriate
               approvals, if any, required in such circumstances;

     5.5       Refrain from taking any advantage of any business opportunity
               that such Member learns through its employment or association
               with the Company with the purpose of benefiting such Member or
               any third party;

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

     5.7       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; Adhere to the Company's policies with respect to costs
               of entertainment issued from time to time. Extending or accepting
               invitations to reasonable meal, public event and similar business
               activities incurred for bona fide business purposes is generally
               acceptable, assuming the costs are not disproportionate to the
               business purpose and otherwise do not create the fact or
               appearance of a conflict of interest. Attending entertainment
               events which may appear contrary to professional standards of
               conduct should be avoided;

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     5.8       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.

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

     6.1       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. Members who are aware of
               Confidential Information are prohibited from buying or selling
               securities of our Company, its affiliates or of third parties
               (until after the Confidential Information has been fully
               disclosed to the public). Members must not disclose or "tip" any
               Confidential Information to family, friends or others outside the
               Company. 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. For more
               information about the Company's policy regarding Inside Trading,
               please refer to the Designated Person or our Company's General
               Counsel.

     6.2       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.

     6.3       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.

     6.4       We are committed to treating Confidential Information of our
               customers and business partners with at least the same degree of
               care that we use to protect our own proprietary or Confidential
               Information. All Members are expected to use sound judgment in
               limiting access to Confidential Information about our customers
               and business partners to those individuals in our Company who
               need to know this information to carry out their jobs.

     6.5       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.

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

8.   Waivers

     Any waiver of any provision of this Code for any Member must be approved,
     if at all, in advance by a majority of the independent directors serving on
     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.

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

     9.1       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,

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               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".

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

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

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

     9.5       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.

     9.6       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.

10.  Enforcement:

     10.1      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.

     10.2      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
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               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.

11.  Compliance with Laws

     11.1      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
               mandate to contravene any law or regulation on behalf of the
               Company.

     11.2      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.

12.  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.

13.  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. 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.

14.  Reservation and Conflicts:

     14.1      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.

     14.2      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.

15.  General:

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

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