Exhibit 11.1
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                                  La Serenisima
                                  -------------
                                Mastellone Hnos.
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We have all gathered as a respectful working community in a company founded in
pursuit of its family tradition. Our products are among the staples of our
Nation's families.

We have further opened up to the rest of the world with the purpose of providing
the best foods in their kind and representing in our unique way the healthiest
of ourselves and our soil.

Those of us working at MASTELLONE HERMANOS are expected to have a conduct as
clear, healthy, rich and pure as the milk we produce. To that end, we strive to
care for the values we identified as the most important ones to be shared over
our working life:

                                     VALUES
                                     ------

1.   Honesty
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As an essential requirement of the virtue of fairness, which should always lead
us toward giving stakeholders - customers, the company, senior management,
subordinates and the community - that which rightfully belongs to them.

2.   Mutual respect
-------------------

Because in the pursuit of fairness we should further recognize each person's
dignity, regardless of their hierarchy or capacity.

3.   Effort
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As resulting from the virtue of strength, which will help us overcome any
difficulties at work and fulfill our duties.

4.   Willingness to listen
--------------------------

As the first step leading to the virtue of prudence, owing to which we seek to
discover reality, learn from it as well as from others; but also because of the
respect we owe other people and their right to contribute their bona fide views
to our work.

                                 OUR COMMITMENT
                                 --------------

1.   Learning:
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Our work is the best tool available to make us better persons, support our
families and strengthen our Nation. Each one of us is constantly learning in
order to achieve and keep the most profound knowledge and proficiency inherent
to our functions.

2.   Willingness to listen:
---------------------------

Everyone may contribute a valuable idea, a good piece of advice or a timely
remark. We know how to listen to our customers, supervisors, peers or
subordinates any time they have a comment. If they are wrong in good faith, we
thank them for their willingness to cooperate.

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3.   Understanding:
-------------------

Listening implies not only hearing but also trying to understand. Before
deciding that another person is wrong, we try to analyze what they are saying
from their own perspective.

4.   Inquiring with the purpose of learning:
--------------------------------------------

Each one of us is aware that questions might and should be asked as many times
as necessary about the right way of doing the job until it is perfectly
understood.

5.   Ethical knowledge:
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The company makes available all means of explaining our ethical duties under
each circumstance. Ignorance of our duties might never be an excuse to breach
them.

6.   Caring for people:
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As in every good community, we care for all our members. We observe and have
others observe standards of health and safety in the workplace and seek to work
in an agreeable environment and climate. We do not employ any person under 18
for any task whatsoever.

7.   Caring for the company's assets:
-------------------------------------

The company's material assets are the foundation for our work. We look after
them conscientiously and avoid any attitude that might damage the company's
property.

8.   Caring for time:
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We are aware that our working hours belong to the company; thus, we use our
working hours to carry out company tasks exclusively, which tasks should be
completed timely.

9.   Caring for information:
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The qualified or inside information we manage within the company is equally or
even more valuable than the company's material assets and time. We keep all the
information we obtain strictly confidential and we never use it either in our
own benefit, that of third parties or against the company's interests. Our trust
in other people's secrecy or loyalty does not allow us to breach this duty of
confidentiality. This commitment should not prevent healthy exchanges of
information and experiences between and among different company tiers and areas
to benefit the work at hand.

10.  Caring for the environment:
--------------------------------

The environment is everyone's home as well as our children's heritage. We care
for the land, water, air and prevent their contamination.

11.  Caring for health:
-----------------------

Health in our production processes is our most relevant responsibility and
source of pride vis-a-vis the world. The company has detailed technical
schedules with the purpose of observing maximum health standards within its
production facilities and products. Furthermore, we are aware that such health
is the responsibility of each and every one of us.

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12.  Caring for our own image:
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Our image as in connection with our work or company affairs affects the company.
In addition to fulfilling our duties, we shall project a respectful image which
reflects our good conduct and prevents wrong impressions, both inside and
outside company premises.

13.  Caring for our customers:
------------------------------

Customers have trusted us and thus deserve our gratitude. We strive to keep our
customers satisfied by listening and responding to their concerns, as well as
respecting their fair interests as our own. Any harm done to a customer is a
double disappointment - to the customer and to the company.

14.  Obedience:
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In any organization, hierarchies exist to better comply with common work. We
obey the directives of our supervisors and follow them loyally, unless said
directives are dishonest or very clearly harm the company's interests, in which
case we fulfill our duty of reporting them.

15.  Truthfulness:
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Truth is our raison d'etre and our motto. We tell the truth at all times both to
company supervisors, peers and subordinates. We tell our customers and consumers
every detail relative to their right to choose freely based on quality and other
facts in connection with our products.

16.  Transparency:
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We record all company activities with enough details to allow for checking
compliance with the company's internal regulations. We adopt the best practices
applicable to our company with the purpose of preventing fraud and money
laundering.

17.  Impartiality:
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Fair and balanced judgment is a pre-requisite for any decision. We behave
impartially vis-a-vis our customers, suppliers and employees. Impartiality means
the capacity and willingness to provide equal treatment under like
circumstances. We preserve our thinking, judgment and feelings against any
attitude that might jeopardize our impartiality or raise a doubt about it.

18.  Rejection of bribes:
-------------------------

We neither accept nor request of any person or institution any money, property,
promises, favors or advantages or any kind, offered directly or indirectly with
the purpose of having us do or fail to do something in connection with the
company or our work for the company, or to influence another person whose
activity is related to that of the company.

19.  Gifts and invitations:
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We do not accept any gifts, promises, favors, advantages or invitations being
offered to us because of or on occasion of our work in the company, even if they
were not intended to have us do or fail to do something in connection with the
company. In particular, we do not receive these kinds of benefits if they come
from our subordinates, suppliers or customers, unless they are gifts of
insignificant value given at a special occasion (such as year-end,
anniversaries, farewells, etc.); provided, in turn, that they are not given upon
any condition.

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In the exceptional case that for reasons of etiquette, courtesy or tradition it
was not advisable to reject benefits given of a significant value, we shall
request authorization to accept them on behalf of the company or communicate
their receipt immediately by the mechanisms foreseen in the company rules, which
shall indicate what is to be done with said gifts.

20.  Familiarity:
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With the purpose of preserving our impartiality and image of impartiality, we
avoid being excessively familiar with the people whose interests depend on our
work in the company or our influence within the company. We shall observe this
rule even in cases of prior friendship so as not to raise any doubts regarding
our impartiality.

21.  Conflicts of interest:
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We shall neither carry out nor keep equity activities or situations that might
be in conflict with the company's interests. We deem our interest to be in
conflict with those of the company when it can reasonably be assumed that caring
for the former might damage or jeopardize the latter or affect our impartiality
or image of impartiality in complying with the functions we were assigned within
the company. If our interests conflict or might eventually conflict with those
of the company in an isolated case, we shall excuse ourselves from participating
in the decisions where the conflict exists, upon reporting this fact to our
supervisors. If the conflict were of an on-going nature, we shall inform it to
the company's management in order to enable an appropriate decision aimed at
protecting the company's interests. The reference to our interests includes
those of our spouse and any other person or institution whose interests might be
considered conflicting with those of the company under the terms of this rule,
by virtue of the relationship these persons or institutions might have with us.
In order to observe this commitment fully, we declare our own and our spouse's
interests and activities outside of the company in all cases and by the means so
determined by the company.

22.  Integrity:
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Morals are unique and integral. We do not incur any of the practices prohibited
by this Code with the purpose of preserving our own impartiality.

23.  Reporting:
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Whoever damages the company is damaging all of us, our work and our families. We
report to company officers or the systems determined by them to that end any
action or omission that might affect the company's interests or image, as well
as those causing unfair harm on ourselves or on third parties.

24.  Refraining from retaliation:
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Whoever reports irregularities against the company or its image shall be assured
the peace of mind of having fulfilled their duty. We neither adopt nor allow the
adoption of any retaliation against those who fulfill the duty of reporting, nor
do we change our attitude toward them by acts of discrimination, bad working
climate, delays or any other action or omission which might reveal that the
report has had an influence on our behavior toward the reporting person.

25.  Perseverance:
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Persevering in our efforts not only benefits our own work but also strengthens
our spirit. We are constant in our efforts and do not overlook the completion of
any task however tiresome or difficult they may prove.



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26.  Cooperation:
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We all work toward the same objective. We cooperate with our peers' tasks
inasmuch as this does not interfere with our own work.

27.  Humbleness:
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Strict adherence to the rules is both a duty and an act of humbleness. None of
us is exempt from complying with the rules and we do not behave in any way that
might lead others to believe that we feel exempt from them.

28.  Respect:
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Good results at work require mutual respect. We respect our peers, supervisors
and subordinates and we do not allow any kind of opinions or feelings with
regard to them to contribute in generating a negative climate in the company or
alter the calm each one of us should enjoy in order to perform our functions
appropriately. Sexual harassment and any form of sexual insinuation are not
tolerated in the company. Should they occur, the person affected should report
them immediately to company officers.

29.  True friendship:
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True friendship is neither built nor maintained on the basis of complicity. We
never prioritize friendship over our duties toward the company or our image of
impartiality.

30.  Sobriety:
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Our private life is not to be judged by the company provided it does not
jeopardize strict compliance with our work in the company. We do not incur
attitudes penalized by law which might jeopardize the company's reputation or
that of any fellow employee.

                         Supplementary Rules Applicable
                         ------------------------------

Every time this Code refers to "the company" without providing any further
clarification, it should be read as "Mastellone Hermanos".

The use made in this Code of the first person plural implies present and future
commitments to be adhered to by all company employees. Thus, when the Code
states "we do" or "we allow", for example, it means "I shall do" or "I shall
allow".

No statements or omissions in this Code shall be interpreted in the sense of
diminishing or exempting from the duties employees had prior to the existence of
these rules.

The supplementary rules and any case resolutions published for better compliance
with this Code are also of a mandatory nature.

Each and every one of the members of Mastellone Hermanos shall commit to
advocate the values and conduct stated in this Code of Ethics and maintain a
stance compatible with same.

The signing of this Code implies having read its language in detail,
understanding its rules and agreeing to every provision contained therein.

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