Exhibit 11.1    CORPORATE
CODE OF BUSINESS ETHICS AND CONDUCT  Introduction Knightsbridge Tankers Limited (the Company
or Knightsbridge) and all entities controlled by the Company have a strong
commitment to promoting honest conduct and ethical business conduct by all
Employees (as defined below) and compliance with the laws that govern the
conduct of our business worldwide.  We
believe that a commitment to honesty, ethical conduct and integrity is a
valuable asset that builds trust with our customers, suppliers, employees,
shareholders and the communities in which we operate.  To implement our commitment, we have developed a code of business
ethics and conduct (the Code). This Code has been designed to deter wrongdoing
and to promote honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships and avoidance of conflicts of interest. The Code establishes
rules and standards regarding behavior and performance and constitutes a part
of the terms and conditions of employment. 
Violation of the rules and standards embodied in the Code is not
tolerated and will subject those responsible to disciplinary action.  The Code applies to all entities controlled
by the Company and all employees, directors, officers and agents of the
Company, including representatives and agents of the Companys manager, ICB
Shipping (Bermuda) Limited, (collectively, Employee(s)).All Employees are
required to read and understand the Code and certain Employees will be required
to provide a certification to that effect. We encourage all Employees to ask
questions regarding the application of the Code.  Employees may direct such questions to their manager (in the
absence of an actual or potential conflict of interest), or to an Audit
Committee member.  Employees individually are ultimately
responsible for their compliance with the Code.  Every manager will also be responsible for administering the Code
as it applies to Employees and operations within each managers area of
supervision.  The Companys policy is to distribute the
Code to affiliated companies and urge that they have in force similar polices
and procedures to secure compliance with the principles of business integrity
and ethics set forth in this Code.  Employees who observe or become aware of a
situation that they believe to be a violation of the Code have an obligation to
notify their manager or an Audit Committee member unless the Code directs
otherwise.  Violations involving a
manager should be reported directly to an Audit Committee member. When a
manager receives a report of a violation, it will be the managers
responsibility to handle the matter in consultation with an Audit Committee
member. If an Employee reporting a violation wishes to remain anonymous, all
reasonable steps will be taken to keep their identity confidential.  All communications will be taken seriously
and, if warranted, any reports of violations will be investigated.  Procedures
Regarding Waivers Because of the importance of the matters
involved in this Code, waivers will be granted only in limited circumstances
and where and circumstances would support a waiver.  Waivers of the Code may only be made by the Audit Committee.  The
Board of Directors  
   CORPORATE CODE
OF BUSINESS ETHICS AND CONDUCT   Compliance
with Laws, Rules and Regulations All Employees are responsible for complying
with the various laws, rules and regulations of the countries and regulatory
authorities that affect the Companys business. Questions with respect to your
duties under the law should be directed to your manager.  Honest and
Fair Dealing Employees must endeavor to deal honestly,
ethically and fairly with the Companys customers, suppliers, competitors and
employees.  No Employee should take
unfair advantage of anyone through manipulation, concealment, abuse of
privilege information, misrepresentation of material facts, or any other
unfair-dealing practice.  Conflict of
Interest and Corporate Opportunity Employees must a) avoid any interest that
conflicts or appears to conflict with the interests of the Company or that
could reasonably be determined to harm the Companys reputation and b) report
any actual or potential conflict of interest (including any material
transaction or relationship that reasonably could be expected to give rise to
such conflict) immediately to your manager or an Audit Committee member and
adhere to instructions concerning how to address such conflict of
interest.  A conflict of interest exists
if actions by any Employee are, or could reasonably appear to be, influenced
directly or indirectly by personal considerations, duties owed to persons or
entities other than the Company, or by actual or potential personal benefit or
gain.  Employees owe a duty to advance the
legitimate interests of the Company when the opportunities to do so arise.
Employees may not take for themselves personally opportunities that are
discovered through the use of corporate property, information or position.  Confidentiality
and Privacy It is important that you protect the
confidentiality of Company information. Employees may have access to propriety
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.
Employees 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
Employee 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 Employee in
possession of non-public, personal information about the Companys customers,
potential customers, or Employees, must maintain the highest degree of
confidentiality and must not disclose any personal information unless
authorization is obtained.  Proper Use
of Company Assets The Companys assets are only to be used for
legitimate business purposes and only by authorized Employees 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).
Employees 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.  Corporate
communications policy Only certain designated Employees may discuss
the Company with the news media, securities analysts and investors. All
inquiries from regulatory authorities or government representatives should be
referred to the appropriate manager. 
Employees exposed to media contact when in the course of employment must
not comment on rumours or speculation regarding the Companys activities.  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 Employees 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.  Investment by Employees in Knightsbridge
securities is encouraged.  In order to
protect the Company and its Employees from liability that could result from a
violation of legal requirements, the Company requires Employees to engage in
purchases or sales of the Companys stock only during Window Periods.  Window Periods begin at the opening of
trading on the second full trading day following the public release of
quarterly or annual financial results and end on the last day of the third
calendar month of that calendar quarter. 
No person may buy or sell Knightsbridge securities, even during Window
Periods, if such person is in possession of material, non-public information.  At any time, the Board of Directors has
authority to designate a blackout period over all trading in Knightsbridge
securities (even during a Window Period). 
A blackout period compels all trading in the securities affected to
cease immediately for the period designated by the Board of Directors. A
blackout period may be exercised over securities of companies with which the
Company does or may do business or in which the Company invests or may
invest.  No one may disclose to any
outside third party that a blackout period has been designated.  Failure to comply with the Companys
securities trading policy may subject Employees or Employees family members to
criminal or civil penalties, as well as to disciplinary action by the Company
up to and including termination for cause. 
Responsibility for complying with applicable laws as well as the
Companys policy rests with Employees individually.  2 
    Drugs and Alcohol Company policy prohibits the
illegal use, sale, purchase, transfer, possession or consumption of controlled
substances, other than medically prescribed drugs, while on the Company premises.  Company policy also prohibits the use, sale,
purchase, transfer or possession of alcoholic beverages by Employees while on
Company premises, except as authorized by the Company.  This policy requires that the Company must
abide by applicable laws and regulations relative to the use of alcohol or
other controlled substances.  The
Company, in its discretion, reserves the right to randomly test Employees for
the use of alcohol or other controlled substances unless prohibited by
prevailing local law.  Policies
against Discrimination and Harassment The Company prohibits discrimination against
any Employee or prospective Employee on the basis of sex, race, color, age,
religion, sexual preference, marital status, national origin, disability,
ancestry, political opinion, or any other basis prohibited by the laws that
govern its operations.  The Company prohibits unlawful
harassment.  Employees are expected to
treat one another with respect. 
Harassment includes any conduct likely to cause offense or humiliation
to any person or that might, on reasonable grounds, be perceived by a
reasonable person to place a condition on employment or on any opportunity for
training or promotion.  Electronic
communication Electronic communications include all aspects
of voice, video, and data communications, such as voice mail, e-mail, fax, and
Internet.  Employees should use
electronic communications for business purposes and refrain from personal use.  Among other things, you should not
participate in any online forum where the business of the Company or its
customers or suppliers is discussed: this may give rise to a violation of the
Companys confidentiality policy or subject the Company to legal action for
defamation.  The Company reserves the
right to inspect all electronic communications involving the use of the
Companys equipment, software, systems, or other facilities (Systems) within
the confines of applicable local law and Employees should not have an
expectation of privacy when using Company Systems.  Integrity
of Corporate Records All business records, expense accounts,
vouchers, bills, payrolls, service records, reports to government agencies and
other reports must accurately reflect the facts.  Without limiting the foregoing, all reports and documents filed with
the U.S. Securities and Exchange Commission, as well as other public
communications should be full, fair, accurate and understandable.  The books and records of Knightsbridge must
be prepared with care and honesty and must accurately reflect our transactions.  All corporate funds and assets must be
recorded in accordance with Company procedures. No undisclosed or unrecorded
funds or assets shall be established for any purpose.  The Companys accounting personnel must
provide the independent public accountants and the Audit Committee with all
information they request. Employees must not, and must not direct others to,
take any action to fraudulently influence, coerce, manipulate or mislead
independent public accountants engaged in the audit or review of the Companys
financial statements for the purpose of rendering those financial statements
materially misleading.   3 
    Entertainment, Gifts, Payments and
Bribery Decisions by the Company and
its agents relating to the procurement and provision of goods and services
should always be free from even a perception that favorable treatment was
sought, received or given as the result of furnishing or receiving gift,
favours, hospitality, entertainment or other similar gratuity.  The giving or receiving of anything of value
to induce such decisions is prohibited. You should never solicit a gift or
favour from those with whom we do business. Providing or receiving gifts or
entertainment of nominal value motivated by commonly accepted business
courtesies is permissible, but not if such gifts or entertainment would
reasonably be expect to cause favouritism or a sense of obligation.  No bribes or other similar payments and
benefits, directly or indirectly, shall be paid to employees of suppliers or
customers.  Compliance
with Anti-Trust Laws The Companys business may be subject to
United States, European Union and other foreign government anti-trust and
similar laws. All Employees must comply with such laws and you should confer
with your manager whenever you have a question with respect to the possible
anti-competitive effect of particular transactions.  Health,
Safety and Environmental Protection The Company will conduct its business in a
manner designed to protect the health and safety of its Employees, its
customers, the public, and the environment. 
The Companys policy is to operate its business and its vessels in
accordance with all applicable safety, environmental and safety laws and
regulations so as to ensure the protection of the environment and the Companys
personnel and property.  All Employees
should conduct themselves in a manner that is consistent with this policy. Any
departure or suspected departure from this policy must be reported promptly.   4 
   ACKNOWLEDGEMENT  I
understand that the Knightsbridge Code of Business Ethics and Conduct (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.   SignatureDateName(Please
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