Exhibit 11.1  
  A/S
STEAMSHIP COMPANY TORM
  CODE
OF ETHICS
 
 The Board
of Directors of A/S STEAMSHIP COMPANY TORM (the “Company”) has adopted this Code
of Ethics (the “Code”) for all of the Company’s executive officers and
employees, including principal executive officer, principal financial officer,
principal accounting officer or controller, and persons performing similar
functions (“Officers”).
  I.
              Conflicts of
      Interest
  A
conflict of interest occurs when an Officer’s private interests interfere, or
even appears to interfere, with the interests of the Company as a
whole.  While it is not possible to describe every situation in which
a conflict of interest may arise, Officers must never use or attempt to use
their position with the Company to obtain improper personal benefits. Any
Officer who is aware of a conflict of interest, or is concerned that a conflict
might develop, should discuss the matter with the Audit Committee or counsel to
the Company immediately.
  II.
              Corporate
      Opportunities
  Officers
owe a duty to advance the legitimate interests of the Company when the
opportunities to do so arise. Officers may not take for themselves opportunities
that are discovered through the use of corporate property, information or
position.
  III.
              Confidentiality and
      Privacy
  It is
important that Officers protect the confidentiality of Company information.
Officers may have access to proprietary and confidential information concerning
the Company’s business, clients and suppliers.  Confidential
information includes such items as non-public information concerning the
Company’s business, financial results and prospects and potential corporate
transactions. Officers are required to keep such information confidential during
employment as well as thereafter, and not to use, disclose, or communicate that
confidential information other than in the course of employment.  The
consequences to the Company and the Officer concerned can be severe where there
is unauthorized disclosure of any non-public, privileged or proprietary
information.
 
 To ensure
the confidentiality of any personal information collected and to comply with
applicable laws, any Officer in possession of non-public, personal information
about the Company’s customers, potential customers, or Officers, must maintain
the highest degree of confidentiality and must not disclose any personal
information unless authorization is obtained.
  IV.
              Honest and Fair
      Dealing
  Officers
must endeavor to deal honestly, ethically and fairly with the Company’s
customers, suppliers, competitors and employees.  No Officer should
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practice. Honest conduct is considered to be conduct that is free
from fraud or deception.  Ethical conduct is considered to be conduct
conforming to accepted professional standards of conduct.
   
  V.
              Protection and Proper
      Use of Company Assets
  The
Company’s assets are only to be used for legitimate business purposes and only
by authorized Officers or their designees. This applies to tangible assets (such
as office equipment, telephone, copy machines, etc.) and intangible assets (such
as trade secrets and confidential information). Officers have a responsibility
to protect the Company’s assets from theft and loss and to ensure their
efficient use.  Theft, carelessness and waste have a direct impact on
the Company’s profitability. If you become aware of theft, waste or misuse of
the Company’s assets you should report this to your manager.
 
 VI.
              Compliance with Laws,
      Rules and Regulations
  It is the
Company’s policy to comply with all applicable laws, rules and
regulations.  It is the personal responsibility of each Officer to
adhere to the standards and restrictions imposed by those laws, rules and
regulations, and in particular, those relating to accounting and auditing
matters.
  Any
Officer who is unsure whether a situation violates any applicable law, rule,
regulation or Company policy should contact the Company’s outside legal
counsel.
  VII.
              Securities
      Trading
  Because
we are a public company we are subject to a number of laws concerning the
purchase of our shares and other publicly traded securities. Company policy
prohibits Officers and their family members from trading securities while in
possession of material, non-public information relating to the Company or any
other company, including a customer or supplier that has a significant
relationship with the Company.
  Information
is “material” when there is a substantial likelihood that a reasonable investor
would consider the information important in deciding whether to buy, hold or
sell securities.  In short, any information that could reasonably
affect the price of securities is material. Information is considered to be
“public” only when it has been released to the public through appropriate
channels and enough time has elapsed to permit the investment market to absorb
and evaluate the information.  If you have any doubt as to whether you
possess material nonpublic information, you should contact a manager and the
advice of legal counsel may be sought.
  VIII.
              Disclosure
  Officers
are responsible for ensuring that the disclosure in the Company’s periodic
reports is full, fair, accurate, timely and understandable.  In doing
so, Officers shall take such action as is reasonably appropriate to: (i)
establish and comply with disclosure controls and procedures and accounting and
financial controls that are designed to ensure that material information
relating to the Company is made known to them; (ii) confirm that the Company’s
periodic reports comply with applicable law, rules and regulations; and (iii)
ensure that information contained in the Company’s periodic reports fairly presents
in all material respects the financial condition and results of operations of
the Company.
   2
  Officers
will not knowingly: (i) make, or permit or direct another to make, materially
false or misleading entries in the Company’s, or any of its subsidiary’s,
financial statements or records; (ii) fail to correct materially false and
misleading financial statements or records; (iii) sign, or permit another to
sign, a document containing materially false and misleading information; or (iv)
falsely respond, or fail to respond, to specific inquiries of the Company’s
independent auditor or outside legal counsel.
  IX.
              Procedures Regarding
      Waivers
  Because
of the importance of the matters involved in this Code, waivers will be granted
only in limited circumstances and where such circumstances would support a
waiver.  Waivers of the Code may only be made by the Audit Committee
and will be disclosed by the Company.
  X.
              Internal
      Reporting
  Officers
shall take all appropriate action to stop any known misconduct by fellow
Officers or other Company personnel that violate this Code.  Officers
shall report any known or suspected misconduct to the Chairman of the Audit
Committee or the Company’s legal counsel.  The Company will not
retaliate or allow retaliation for reports made in good faith.
   
  3
  
  ACKNOWLEDGEMENT
 
 I
understand that the A/S STEAMSHIP COMPANY TORM CODE OF ETHICS (the “Code”) forms
a part of my terms of employment.
  I
understand that it is my responsibility to read, to understand, and to keep up
to date the contents of the Code and to seek clarification or further
information, if needed, and to comply with the contents of the
Code.
  I
acknowledge that I have received a copy of the Code for my review.  I
also understand that breach or violation of the Code may result in disciplinary
action (which may include termination of employment).
  I further
acknowledge that I have been afforded the opportunity to ask any questions I
have concerning the content of the Code to my immediate supervisor, the Chairman
of the Audit Committee or the Company’s legal counsel.
  
 Signature:Name:(Please
      print)Date:
 
 
 
   
 SK 03810
0001 855540