Exhibit
11.1  March 2004  MASONITE INTERNATIONAL CORPORATION  CODE OF CONDUCT  This Code of
Conduct (Code) represents
standards of conduct for every director, officer and employee of the Masonite
and its subsidiaries.  Masonite
expects all of its directors, officers and employees to comply with the laws
and regulations governing its conduct and further is committed to promoting
honesty and integrity and maintaining the highest standard of ethical conduct
in all of its activities.  Masonites
business success is dependent on trusting relationships, which are built on
this foundation of integrity.  Our
reputation is founded on the personal integrity of Masonites personnel and
accordingly this Code is applicable to all of Masonites directors, officers
and employees.  Each of us
occupies a position of trust in our relations with our colleagues, fellow
employees, customers, competitors, suppliers, government authorities, investors
and the public.  Whatever the area of
activity, we should, of course, be honest and responsible in our relations with
others.  If there are
any doubts as to whether a course of action is proper, or about the application
or interpretation of any legal requirement, discuss it with Masonites General
Counsel.  PLEASE REVIEW THE
ATTACHED CODE CAREFULLY AND SIGN
THE ATTACHED FORM OF ACKNOWLEDGEMENT
AND RETURN IT TO THE GENERAL COUNSEL  1


MASONITE
INTERNATIONAL CORPORATION  CODE OF CONDUCT  This Code applies, without exception, to all directors, officers and
employees of Masonite (and references to employee in this Code should be read
to include directors and officers)..  It
is the responsibility of each and every employee to live up to the standards
outlined in the Code to build on Masonites foundation of goodwill.  These standards are intended as a guide to
making the right choice when faced with a complicated situation and adopting a
higher standard of behaviour than simply what is legal.  The General Counsel will report to Masonites
board of directors of directors (the Board)
on compliance with the Code.  This is not a
complete Code of Conduct.  No statement
can offer a complete guide to cover all possible situations that might be
encountered.  There are some areas,
however, which because of their special importance, deserve particular
attention and these are set out in what follows.  2


Conflicts of Interest  Each employee
of Masonite must avoid any conflict, or perception of conflict, between his or
her personal interests and the interests of Masonite in transacting Masonites
business.  A conflict situation can arise
when an employee takes actions or has interests that may make it difficult or
even appear to make it difficult to perform his or her work objectively and
effectively.  Some examples
of a conflict of interest might include:  ·employment
by a competitor or potential competitor, regardless of the nature of
employment, while employed by Masonite;  ·acceptance
of gifts, payment, or services from those seeking to do business with Masonite;  ·passing
confidential information to competitors;  ·investment
activity using insider information;  ·ownership
of, or substantial interest in, a company which is a competitor or supplier of
Masonite; or  ·acting as a
consultant to a customer or supplier of Masonite.  Employees
should fully and promptly disclose to the General Counsel, all circumstances
that could be construed or perceived as a conflict of interest.  Full disclosure creates an opportunity to
resolve unclear situations and dispose of conflicting interests before any
difficulty can arise.  When an employee
is in doubt as to whether or not a conflict of interest exists, he or she
should consult the General Counsel.  Outside Business Activities / Other Employment  Masonite
should not be deprived of any employees best efforts on the job because of
excessive outside demands on his or her time, energy or attention.  There are cases, however, where an employee
may start his or her own outside businesses, or take on additional part-time
work with organizations that are neither competitors, suppliers, nor customers.
This in itself does not constitute a conflict of interest. It is every employees
responsibility to ensure that the second job does not conflict with the
interests of Masonite. This means, for example, ensuring that the two activities
are strictly separated.  This can be done
by ensuring that:  ·the other
organizations work is not done on Masonites time;  ·customers
and colleagues from the outside activity do not contact an employee at
Masonite;  ·Masonites
equipment and supplies, or the time of any corporate personnel, are not used
for outside work;  ·products or
services from the outside business are not promoted to other corporate
employees during working hours; and  2


·products or
services from outside work are not sold to Masonite.  Gifts and Entertainment  Each employee
must never use his or her position to obtain personal gain nor become obligated
to persons with whom Masonite does business. 
Employees must not accept, directly or indirectly, gifts of value,
including payments, services, fees, special privileges, pleasure trips,
accommodations and loans from any person, organization, or group doing business
or seeking to do business with Masonite without obtaining the prior approval of
the General Counsel.  If an employee
has any doubt regarding the acceptance of such gift or benefit, he or she
should discuss it with the General Counsel.  Corporate Opportunities  Employees are
prohibited from (a) taking for themselves personally, corporate
opportunities that are discovered through the use of Masonite property,
information or position; (b) using Masonite property, information or
position for personal gain; and (c) competing with Masonite.  Employees owe a duty to Masonite to advance
its legitimate interests when the opportunity to do so arises.  Fair Dealing  Each employee
should endeavour to deal fairly with Masonites shareholders, customers,
suppliers, competitors and employees. 
None should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other unfair-dealing practice.  Protection and Proper Use of Masonites
Assets  All employees
should protect Masonites assets and ensure their efficient use.  All of Masonites assets should be used for
legitimate business purposes.  Equipment,
materials, supplies and services, including Internet access, that are purchased
by Masonite are the property of Masonite and must be used only in the interest
of Masonite and must be protected from theft, misuse or damage.  Compliance with Laws, Rules and
Regulations (including Insider Trading Laws)  The laws of
the jurisdiction, where Masonite does business, cover many aspects of Masonites
business.  Masonite is committed to
operating within the framework of these laws and regulations.  Therefore, to ensure adherence to all
applicable laws, all employees should take reasonable steps to familiarize
themselves with the laws and regulations affecting their work and ensure that
their conduct complies with those laws. 
Ignorance of the law is not a defence.  While
striving to achieve challenging goals and objectives, all employees are
expected to comply with the law and must not encourage other employees,
contractors or  3


suppliers to
engage in any activities that are accomplished by breaking the law, or take
part in any unethical business dealings.  Masonite will
proactively promote compliance with laws, rules and regulations, including
insider trading laws.  Masonite views
insider trading as both unethical and illegal and will deal with it
decisively.  To this end, Masonite has
adopted a policy relating to trades in securities by insiders (the Insider
Trading Policy), imposing trading restrictions and blackout periods.  Employees should be knowledgeable of and
comply with the Insider Trading Policy. 
Employees that do not have a copy of the Insider Trading Policy should
contact the General Counsel or any other senior officer of Masonite.  Masonites
policy is full, fair, accurate, timely and understandable disclosure in reports
and documents that Masonite files with or submits to securities regulatory
authorities and in all other publication communications made by Masonite.
However,  disclosure of information
concerning Masonite is the responsibility of Masonites Disclosure Committee,
and employees should not disclose corporate information, including material
information relating to the business and affairs of Masonite.  Any employee who becomes aware of information
that may be considered material, should advise a member of the Disclosure
Policy Committee so that a proper determination can be made about whether the
information should be publicly disclosed. 
Employees who are not authorized spokespersons must not respond
under any circumstances to inquiries from the investment community or the media
unless specifically asked to do so by an authorized spokesperson.  All such inquiries shall be referred to the
General Counsel  Furthermore, employees
are prohibited from participating in Internet chat room or newsgroup
discussions on matters pertaining to Masonites activities or its
securities.  Employees who encounter a
discussion pertaining to Masonite should advise the General Counsel
immediately, so the discussion may be monitored.  The activities of all employees should withstand close scrutiny.  If in doubt, employees should discuss the
matter with the General Counsel.  Confidentiality  Employees will
be required to maintain the confidentiality of information entrusted to them by
Masonite or its customers as required by Masonites Corporate Disclosure
Policy.  Employees should be
knowledgeable of and comply with Masonites Corporate Disclosure Policy.  Employees that do not have a copy of Masonites
Corporate Disclosure Policy should contact the General Counsel or any other
senior officer of Masonite.  Any employee
privy to confidential information is prohibited from communicating such
information to anyone else, unless it is necessary to do so in the course of
business.  Efforts will be made to limit
access to such confidential information to only those who need to know the
information and such persons will be advised that the information is to be kept
confidential.  Except as
required by law, all information regarding the affairs of Masonite must be
considered confidential by all employees until it is available to the
public.  Confidential  4


information includes
all non-public types of corporate data, corporate records and information on
individuals
and information that might affect Masonites competitive position.  In
order to prevent the misuse or inadvertent disclosure of material information,
the procedures set forth below should be observed at all times:  (a)
  
  confidential matters should not be
  discussed in places where the discussion may be overheard, such as elevators,
  hallways, restaurants, air planes or taxis;(a)
  
  confidential documents should not be read
  in public places, left in unattended conference rooms, left behind when a
  meeting is over or discarded where they can be retrieved by others.
  Similarly, employees should not leave confidential information at their homes
  where it can be accessed by others;(b)
  
  confidential matters should not be
  discussed on wireless telephones or other wireless devices;(c)
  
  transmission of documents via electronic
  means, such as by fax or directly from one computer to another, should be
  made only where it is reasonable to believe that the transmission can be made
  and received under secure conditions;(d)
  
  access to confidential electronic data
  should be restricted through the use of passwords;(e)
  
  unnecessary copying of confidential documents
  should be avoided and extra copies of confidential documents should be
  shredded or otherwise destroyed;(f)
  
  all proprietary information, including
  computer programs and other records, remain the property of Masonite and may
  not be removed, disclosed, copied or otherwise used except in the normal
  course of employment or with the prior permission of the General Counsel; and(g)
  
  documents and files containing confidential
  information should be kept in safe locations accessible to restricted individuals
  only.  Confidential
information should not be destroyed or removed from the premises without the
express consent of management or except as required by the terms of employment.  When
leaving the employ of Masonite, an employee must returnall confidential information in
any form and all copies which are, or may have been, in his or her possession.
Employees are also expected not to divulge confidential information learned
during the course of his or her employment.  If an
employee has any doubt as to the confidentiality of specific information, he or
she should discuss it with the General Counsel.  5


Reporting any Illegal or Unethical
Behaviour  Employees
should talk to supervisors, managers or other appropriate personnel when in
doubt about the best course of action in a particular situation.  Employees must report violations of laws,
rules, regulations or the Code to their immediate supervisor or to the General
Counsel as soon as they become aware of such violations.  Harassment and Discrimination  Masonite
supports the spirit and intent of applicable human rights and
anti-discrimination laws.  Masonite will
not tolerate any behaviour which conflicts with these principles and laws. Any employee whose actions are inconsistent
with these principles will be disciplined, up to and including dismissal.  All employees of Masonite should treat one another with courtesy,
dignity and respect.  Harassment,
including sexual harassment, is a form of discrimination and will not be
permitted at any level of Masonite or in any part of the employment
relationship.  This includes areas such
as recruitment, promotion, training opportunities, salary, benefits and
terminations.  Forms of
harassment include, but are not limited to, unwelcome verbal or physical
advances and sexually, racially, or otherwise derogatory or discriminatory
materials, statements or remarks.  All employees of Masonite are entitled to harassment-free
employment.  Every customer is entitled
to harassment-free services.  Each
employee has a responsibility to ensure that neither employees nor any external
contacts are subjected to harassment.  Complaints will be treated with seriousness, sensitivity and in as
discreet and confidential a manner as possible. 
If any employee believes he or she is being subjected to harassment or
observe or know of a colleague or group of employees who are being harassed, he
or she should contact the General Counsel or any other senior officer of
Masonite for advice and assistance. 
There will be no retaliation for reporting harassment incidents.  DISCLOSURE  If any
employee may have breached the Code or observed a breach of the Code by another
employee, he or she has a responsibility to report it immediately to the
General Counsel.  Masonite will protect from retaliation any
employee who, in good faith, reports actual or perceived breaches by another
employee or problems with corporate policies, procedures or controls.  Management will report to the Board on
compliance with the Code.  Breaches of
the Code will be dealt with promptly and fairly and may, if appropriate, result
in immediate disciplinary action, up to and including termination of
employment.  The General Counsel is the first source of information regarding the Code
or when reporting an item of concern. 
However, if any employee feels unable to discuss an issue with the
General Counsel, he or she may also discuss it anonymously or confidentially
through the following Human Resources contact: Phil Kohner.  6


The General
Counsel or the Board may, if a conflict is disclosed fully and in advance,
permit the conflict in certain limited instances.  WAIVERS  Any waiver of
this Code for executive officers or directors of Masonite may be made only by
the Board or a committee of the Board and must be promptly disclosed to
Masonites shareholders.  PART D COMPLIANCE  New directors,
officers and employees of Masonite and its subsidiaries will be advised of this
Code and its importance and this Code will be brought to the attention of all
employees on an annual basis.  The Board
will review and, to the extent necessary, revise and update this Code on an
annual basis.  Any employee
who violates this Code may face disciplinary action up to and including
termination of his or her employment with Masonite.  The violation of this Code may also violate
certain laws.  If Masonite discovers that
an employee has violated such laws, it may refer the matter to the appropriate
legal authorities.  PART E EFFECTIVE DATE  This Code is
dated and effective as of March 2004.  7


SCHEDULE  A  CODE OF CONDUCT  ACKNOWLEDGEMENT  I acknowledge that I:  ·have received a copy of the Code of Conduct for Masonite datedMarch 2004;  ·have read and understood Masonites Code of Conduct; and  ·am responsible for complying with Masonites Code of Conduct and to
report any instance of non-compliance with such Code.  (Print
  Name)(Signature)(Location
  / Department)(Date)