Exhibit 11.1  Code
of Business Conduct and Ethics I.              Purpose This Code of Business Conduct and Ethics (this Code) provides a
general statement of the Companys expectations regarding the ethical standards
that each director, officer and employee should adhere to while acting on
behalf of the Company. Each director, officer and employee is expected to read
and become familiar with the ethical standards described in this Code and may
be required, from time to time, to affirm his or her agreement to adhere to
such standards by signing the Compliance Certificate that appears at the end of
this Code. II.            Administration The Companys Board of Directors is responsible for setting the
standards of business conduct contained in this Code and updating these
standards as it deems appropriate to reflect changes in the legal and
regulatory framework applicable to the Company, the business practices within
the Companys industry, the Companys own business practices, and the
prevailing ethical standards of the communities in which the Company operates.
While the Companys Chief Executive Officer will oversee the procedures
designed to implement this Code to ensure that they are operating effectively,
it is the individual responsibility of each director, officer and employee of
the Company to comply with this Code. III.           Compliance
with Laws, Rules and Regulations The Company will comply with all governmental laws, rules and
regulations that are applicable to the Companys activities, and expects that
all directors, officers and employees acting on behalf of the Company will obey
the law. Specifically, the Company is committed to: maintaining
a safe and healthy work environment; promoting
a workplace that is free from discrimination or harassment based on race,
colour, religion, sex or other factors that are unrelated to the Companys
business interests; supporting
fair competition and laws prohibiting restraints of trade and other unfair
trade practices; conducting
its activities in full compliance with all applicable environmental laws; keeping
the political activities of the Companys directors, officers and employees
separate from the Companys business; prohibiting
any illegal payments to any government officials or political party
representatives of any country; and complying
with all applicable securities laws. 
  Directors, officers and employees are prohibited from illegally trading
the Companys securities while in possession of material, non-public (inside)
information about the Company. The Companys Policy on compliance with the
requirements of the Combined Code and Insider Trading Laws, which describes the
nature of inside information and the related restrictions on trading, is
included in the Companys Corporate Governance Principles and shall be deemed a
part of this Code. IV.           Conflicts
of Interest; Corporate Opportunities Directors, officers and employees should not be involved in any
activity which creates or gives the appearance of a conflict of interest
between their personal interests and the Companys interests. In particular, no
director, officer or employee shall: be a
consultant to, or a director, officer or employee of, or otherwise operate an
outside business: -that
markets products or services in competition with the Companys current or
potential products and services; -that
supplies products or services to the Company; or -that
purchases products or services from the Company; have
any financial interest, including stock ownership, in any such outside business
that might create or give the appearance of a conflict of interest; seek
or accept any personal loan or services from any such outside business, except
from financial institutions or service providers offering similar loans or
services to third parties under similar terms in the ordinary course of their
respective businesses; be a
consultant to, or a director, officer or employee of, or otherwise operate an
outside business if the demands of the outside business would interfere with
the directors, officers or employees responsibilities with the Company; accept
any personal loan or guarantee of obligations from the Company, except to the
extent such arrangements are legally permissible; conduct
business on behalf of the Company with immediate family members, which include
spouses, children, parents, siblings and persons sharing the same home whether
or not legal relatives; or use
the Companys property, information or position for personal gain. Apparent conflicts of interest occur when a reasonable observer might
assume there is a conflict of interest and, therefore, a loss of objectivity in
dealings by such director, officer, or employee on behalf of the Company.  Such conflicts may exist when an immediate
family member of a director, officer or employee of the Company is a consultant
to, or a director, officer or employee of, or has a significant financial
interest in, a competitor, supplier or customer of the Company, or otherwise
does business with the Company. 1 
  Directors and officers shall notify the Companys Chief Executive
Officer or Non-Executive Chairman and employees who are not directors or
officers shall notify their
immediate supervisor of the existence of any actual or potential conflict of
interest.  When conflicts of interest
arise, directors, officers, and employees must provide full disclosure of the
circumstances and stand back from any related decision-making process. V.            Confidentiality;
Protection and Proper Use of the Companys Assets Directors, officers and employees shall maintain the confidentiality of
all information entrusted to them by the Company or its suppliers, customers or
other business partners, except when disclosure is authorised by the Company or
legally required. Confidential information includes (1) information marked
Confidential, Private, For Internal Use Only, or with other similar
legends, (2) technical or scientific information relating to current and future
products, services or research, (3) business or marketing plans or projections,
(4) earnings and other internal financial data, (5) personnel information, (6)
supply and customer lists, and (7) other non-public information that, if
disclosed, might be of use to the Companys competitors, or harmful to the
Company or its suppliers, customers or other business partners. To avoid inadvertent disclosure of confidential information, directors,
officers and employees shall not discuss confidential information with or in
the presence of any unauthorized persons, including family members and friends. Directors, officers and employees are personally responsible for
protecting those Company assets that are entrusted to them and for helping to
protect the Companys assets in general. Directors, officers and employees shall use the Companys assets for
the Companys legitimate business purposes only. VI.           Fair
Dealing The Company is committed to promoting the values of honesty, integrity
and fairness in the conduct of its business and sustaining a work environment
that fosters mutual respect, openness and individual integrity. Directors,
officers and employees are expected to deal honestly and fairly with the
Companys customers, suppliers, competitors and other third parties. To this
end, Directors, officers and employees shall not: make
false or misleading statements to customers, suppliers or other third parties; make
false or misleading statements about competitors; solicit
or accept from any person who does business with the Company, or offer or
extend to any such person, -cash
of any amount; or 2 
  -gifts,
gratuities, meals or entertainment that could influence or reasonably give the
appearance of influencing the Companys business relationship with that person
or go beyond common courtesies usually associated with accepted business
practice; solicit
or accept any fee, commission or other compensation for referring customers to
third party vendors; or otherwise
take unfair advantage of the Companys customers or suppliers, or other third
parties, through manipulation, concealment, abuse of privileged information or
any other unfair-dealing practice. VII.         Accurate
and Timely Public Disclosure The Company is committed to providing investors with full, fair,
accurate, timely and understandable disclosure in the periodic reports that it
is required to file. To this end, the Company shall: comply
in a timely manner with its disclosure obligations; comply
with generally accepted accounting principles at all times; maintain
a system of internal accounting controls that will provide reasonable
assurances to management that all transactions are properly recorded; maintain
books and records that accurately and fairly reflect the Companys
transactions; prohibit
the establishment of any undisclosed or unrecorded funds or assets; maintain
a system of internal controls that (1) will provide reasonable assurances to
management that material information about the Company is made known to
management, particularly during the periods in which the Companys  public disclosure documents (including
interim and annual financial results, SEC periodic reports or other public
announcements) are being prepared, and (2) will ensure that such information is
not disclosed to any third party before it is publicly disclosed; and present
information in a clear and orderly manner and avoid the use of legal and
financial jargon in the Companys public disclosure. VIII.        Reporting
and Effect of Violations Directors and officers shall report promptly, in person or in writing,
any known or suspected violations of governmental laws, rules and regulations
or this Code to the Companys Audit Committee. Employees who are not directors
or officers shall report such violations totheir immediate supervisor; or, if the
circumstances are such that it would be inappropriate to involve their
immediate supervisor, a member of the Audit Committee should be contacted. 3 
  The Company will not allow any retaliation against a director, officer
or employee who acts in good faith in reporting any such violation and will
ensure this in accordance with an internal enforcement mechanism put in place
for this purpose. The Companys Audit Committee will investigate and determine any
reported violations in a fair process and will oversee an appropriate response,
including corrective action and preventative measures. Directors, officers and
employees who violate any laws, governmental regulations or this Code will face
appropriate, case specific disciplinary action, which may include demotion or
discharge. IX.           Waivers The provisions of this Code may be waived for directors or executive
officers only by a resolution of the Companys Board of Directors.  The provisions of this Code may be waived by
the Companys Chief Executive Officer for employees who are not directors or
executive officers.   Any waiver of this
Code granted to a director or executive officer will be publicly disclosed as
required by the securities exchange or association on which the Companys
securities are listed for trading and will be publicly disclosed as required by
the U.S. Securities and Exchange Commission. 4 
  COMPLIANCE
CERTIFICATE I have read and understand the eircom Group Plc (the Company) Code of
Business Conduct and Ethics (the Code). 
I will adhere in all respects to the ethical standards described in the
Code.  I further confirm my
understanding that any violation of the Code will subject me to appropriate
disciplinary action, which may include demotion or discharge. I certify to the Company that I am not in violation of the Code, unless
I have noted such violation in a signed Statement of Exceptions attached to
this Compliance Certificate. Date:Name:Title/Position:  Check one of the following: qA
Statement of Exceptions is attached. qNo
Statement of Exceptions is attached.  5