Exhibit
11   DRAFT



CODE OF ETHICS



INTRODUCTION



The Board of Directors
(the Board) of Legrand Holdings SA (together with its subsidiaries, Legrand
or the Company) has adopted this Code of Ethics.  This Code of Ethics embodies the Companys commitment to conduct
business in accordance with applicable law and the highest ethical
standards.  It is intended to provide
guidance to help recognize and deal with ethical issues, to provide a mechanism
for the reporting of unethical or unlawful conduct, and to help maintain a
culture of honesty and accountability.



This Code of Ethics
applies to all employees (including all officers), consultants and directors of
Legrand.  This Code of Ethics must be
read in conjunction with the Companys internal Code of Conduct and all other
Company compliance and employment policies, practices and procedures.  The internal Code of Conduct and all such
policies, practices and procedures, as they may be revised from time to time,
are collectively referred to in this Code of Ethics as the Company
Policies.  Although the Company
Policies are not part of this Code of Ethics, employees, consultants and
directors are also required to know, and to abide by, all applicable Company
Policies.  The Company Policies, as
revised from time to time, may be found on the Companys intranet.



Truly ethical business
practices are the product of more than a fear of legal ramifications or an
appreciation of the competitive value of a good reputation.  Ethical business practices entail a clear
understanding of right and wrong, and a motivation on the part of our directors
and employees to act at all times in a manner of which they and the Company can
be proud.  This means adhering to not
only the letter but also the spirit of all applicable laws and
regulations.  The Company thus defines
standards of excellence and success to include adherence to a strong set of
ethical principles at every step.



This Code of Ethics has
been prepared specifically to address Legrands business and the unique
requirements of the Company, and to provide a framework within which to work
both legally and ethically.  More
importantly, this Code of Ethics reflects how we think and feel about doing
business, the values we hold and look for in others and how we want to distinguish
ourselves as a company.



UNDERSTANDING
THE CODE OF ETHICS; ACCOUNTABILITY



It is the responsibility
of each employee, consultant and director to carefully read, understand and
comply with this Code of Ethics and, as needed, to seek clarification on any
point.  Individuals who fail to comply
with this Code of Ethics, including supervisors who fail to report wrongdoing,
may be subject to disciplinary action, including the possibility of dismissal.  It is important to understand that violation
of certain of the Companys policies potentially subjects the Company and those
involved to civil liability and damages, regulatory sanction, and/or criminal
prosecution.  Questions regarding any
legal or ethical requirements should be directed to ones immediate supervisor
or Legrands Companys Secretary.










REPORTING VIOLATIONS; PROTECTION
AGAINST RETALIATION



If an individual engages
in or becomes aware of any conduct or activity that may violate this Code of
Ethics or an applicable law or regulation, it is that individuals
responsibility to promptly report the matter by notifying his or her immediate
supervisor or Legrands Companys Secretary. 
An individual may make a report anonymously, but must in any event
provide enough information to enable the Company to properly address the
matter.



The Company has
established procedures for submitting concerns regarding accounting, internal
accounting controls or auditing matters to the Audit Committee of the Board and
for submitting other concerns to the non-management directors of Legrand.



No individual will be
subject to retaliation of any kind (or threat of retaliation) for reporting in
good faith any ethical concerns, suspected securities law violations or other
suspected misconduct.  Any individual
who believes that he or she has been retaliated against (or threatened or
harassed) in violation of this policy should immediately report the matter to
his or her immediate supervisor, or the Companys Human Resources Department.



PERSONAL CONFLICTS OF INTEREST



Avoiding Personal Conflicts Of Interest



Personal conflicts of
interest exist any time employees or directors face a choice between their
personal interests (financial or otherwise) and the interests of the
Company.  Conflicts of interest may call
into question the Companys integrity. 
It is therefore crucial that service to the Company not be subordinated
to personal gain and advantage and that all employees, directors and
consultants be accountable for acting in the Companys best interest and for
avoiding even the appearance of a conflict. 
Any individual in a position where his or her objectivity may be
questioned because of an individual interest or family or personal relationship
(including if a member of an individuals immediate family or household works
for a company which is itself in direct competition with the Company) should
notify his or her immediate supervisor, or the Companys Human Resources
Department.  Similarly, any individual
aware of a material transaction or relationship that could reasonably be
expected to give rise to a personal conflict of interest should discuss the
matter promptly with Legrands Companys Secretary.



Potential conflicts of
interest involving an executive officer or a director will be reviewed directly
by the Board.  Potential conflicts
involving an employee of, or a consultant to, the Company, other than an
executive officer, will be reviewed in accordance with Company Policies.



In certain limited cases,
activities giving rise to potential conflicts of interest may be permitted if
they are determined not to be harmful to the Company.  Any such determination will be made by the Board in the case of
executive officers or directors, and in accordance with Company Policiesin
the case of other employees.










Corporate
Opportunities



Employees and directors
have a duty to the Company to advance its legitimate interests whenever the
opportunity arises.  Individuals should
not take for themselves personally, or for their friends or family, opportunities
that are discovered through the use of Company property, information or
position (other than those received in the ordinary course of doing business
and approved by the Company). 
Furthermore, all individuals are prohibited from competing with the
Company unless such competition is disclosed to Legrands companys secretary
and approved in writing.



OUTSIDE AFFILIATIONS, EMPLOYMENT OR
ACTIVITIES



Employment and
participation in other activities outside of the Company could presumptively
interfere with an individuals duties as an employee or director of the
Company.  Service by any employee as a
director, trustee or officer (paid, unpaid, elected, appointed or otherwise) of
any business (other than the Company) requires written approval from Legrands
Companys secretary .  Moreover, unless
specifically requested by Legrand, service by any employee on a board or in an
advisory position with other companies that compete directly with Legrand will
not be permissible.  Legrand directors
should inform the Board prior to accepting an appointment to the board of
directors of another business corporation, in order to avoid potential
conflicts of interest as well as to help discuss whether the aggregate number
of directorships and attendant responsibilities held by a director would interfere
with such directors ability to properly discharge his or her duties.



SAFEGUARDING COMPANY AND CLIENT
PROPERTY



PROTECTION AND PROPER USE OF COMPANY
ASSETS



Employees and directors
are not permitted to take or make unauthorized use of, steal, or knowingly
misappropriate the property of the Company for the individuals own
unauthorized use, the unauthorized use of another or for an improper or illegal
purpose.  Employees and directors are
not permitted to remove, sell, loan, convey or dispose of any record, voucher,
money or thing of value belonging to the Company without the Companys written
consent.  No individual may destroy
Company property without proper authorization. 
Participation in unlawful activities or possession of illegal items or
substances, whether or not on Company property or business, may subject the
individual to disciplinary action, including the possibility of dismissal.



PROPRIETARY AND CONFIDENTIAL
INFORMATION



During the course of
their service with the Company, individuals may acquire or be provided access
to information regarding the Companys clients, trade practices, systems,
marketing or strategic plans, fees and revenues, and other knowledge considered
proprietary by the Company or its partners. 
Employees and directors are not permitted to disclose or use, either
during or subsequent to their service with the Company, any such information
they receive or develop










during their service
which is considered proprietary by the Company or its partners, except for
authorized business purposes.  This
includes, but is not limited to, information stored on any computer system as
well as proprietary software developed by or for the Company.



Any individual who
possesses confidential information has an important responsibility to keep that
information confidential within the Company, and to disclose such information
internally only on a need to know basis. 
Individuals must be discreet with this information and avoid
communicating Company matters in ways that are susceptible to interception or
use by third parties.



COMPLIANCE WITH LAWS, RULES AND
REGULATIONS



It is each individuals
responsibility to know and understand the laws applicable to his or her job
responsibilities (including insider trading laws), to comply with both the letter
and the spirit of those laws, and to always act with the highest ethical
standards of business conduct. 
Furthermore, individuals must avoid not only actual misconduct but also
even the appearance of impropriety.  In
the case of any questionable conduct, they must consider how they and the
Company would be perceived if the conduct were publicized.  Each individual should consult with his or
her immediate supervisor or Legrands Companys Secretary with any questions
concerning any legal or ethical requirements.



EQUAL EMPLOYMENT OPPORTUNITY



Legrand is committed to a
work environment where individuals are treated with dignity and respect.  Equal employment opportunity is an essential
part of this commitment.  The Company
does not discriminate, and will not tolerate discrimination (including
harassment), against any employee or applicant for employment on any basis
prohibited under applicable law or Company Policy.  Employees should review applicable Company Policies for guidance
on reporting violations.



FAIR DEALING



The Company expects its
employees and directors to compete aggressively in furthering the interests of
the Company.  It also expects them to do
so fairly, ethically and in a manner that fully complies with all applicable
laws and regulations.  To that end, no
individual should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts or any other intentional unfair dealing or practice.










FULL, FAIR, ACCURATE, TIMELY AND
UNDERSTANDABLE DISCLOSURE



It is crucial that all
books of account, financial statements and records of the Company reflect the
underlying transactions and any disposition of assets in a full, fair, accurate
and timely manner.  All employees and
directors who are involved in the Companys disclosure process are required to
know and understand the disclosure requirements applicable to the Company that
are within the scope of their responsibilities, and must endeavor to ensure
that information in documents that Legrand files with or submits to the
Securities and Exchange Commission (SEC), or otherwise discloses to the
public, is presented in a full, fair, accurate, timely and understandable
manner.  Additionally, each individual
involved in the preparation of the Companys financial statements must prepare
those statements in accordance with Generally Accepted Accounting Principles,
consistently applied, and any other applicable accounting standards and rules
so that the financial statements materially, fairly and completely reflect the
business transactions and financial condition of the Company.



Furthermore, it is
critically important that financial statements and related disclosures be free
of material errors.  Employees and
directors are prohibited from knowingly making or causing others to make a
materially misleading, incomplete or false statement to an accountant or an
attorney in connection with an audit or any filing with any governmental or
regulatory entity (such as the SEC).In that connection, no individual, or any
person acting under his or her direction, shall directly or indirectly take any
action to coerce, manipulate, mislead or fraudulently influence any of the Companys auditors if he or she knows (or should
know) that his or her actions, if successful, could result in rendering the Companys financial statements materially
misleading.



WAIVERS AND AMENDMENTS



The Company may waive
application of this Code of Ethics to employees or directors in certain limited
situations.  Any waivers of the
provisions of this Code of Ethics for executive officers or directors may be
granted only in exceptional circumstances by the Board.  The Company will promptly disclose to its
stockholders and in the Companys public filings, not later than the Companys
next periodic report, any such waivers granted to any of its executive officers
or directors and the reason for such waiver. 
Amendments to this Code of Ethics must also be approved by the Board.  It is each individuals responsibility to
maintain familiarity with this Code of Ethics as it may be revised from time to
time.