Exhibit
11.1  KERZNER
INTERNATIONAL LIMITED
AUDIT COMMITTEE CHARTER  I.PURPOSE  The
Audit Committee is a committee of the Board of Directors.  The primary function of the Audit Committee
is to assist the Board in fulfilling its oversight responsibilities by
reviewing the integrity of (i) the financial information which will be provided
to the stockholders and others, (ii) the system of disclosure controls and
(iii) the system of internal controls regarding finance, accounting, legal
compliance, and ethics that management and the Board have established. The
Audit Committee is also responsible for overseeing the Companys compliance
with legal and regulatory requirements (in conjunction with the Compliance
Committee), the independent auditors qualifications and independence, and the
performance of the Companys internal audit function, the independent auditor
and the overall audit process.  The
independent auditor is ultimately accountable and reports directly to the Audit
Committee.  The Audit Committee has the
sole authority and is directly responsible for the selection, evaluation,
oversight and, where appropriate, replacement of the independent auditor (or
the nomination of the independent auditor to be proposed for stockholder
approval.)  The
Audit Committee will be responsible for preparing the audit committee report
required by the rules of the Securities and Exchange Commission (SEC) to be
included in the Companys annual report.  The
Audit Committee will fulfill these responsibilities by carrying out the
activities enumerated in Sections III-VI of this Charter.  II.COMPOSITION AND COMPENSATION OF THE AUDIT
COMMITTEE  The
Audit Committee shall consist of at least three directors, all of whom have no
relationship to the Company that may interfere with the exercise of their
independence from management and the Company, that in the opinion of the Board,
would interfere with the exercise of his or her independent judgment as a
member of the Audit Committee. Any disallowed compensatory arrangement shall,
per se, disqualify a director from serving on the Companys Audit
Committee.  In addition, each member of
the Audit Committee shall meet the independence and expertise  1 
   requirements
set forth in the New York Stock Exchange Listing Standards, as modified or
supplemented.  All
members of the Audit Committee shall be financially literate (i.e. have a
working familiarity with basic finance and accounting practices), as determined
by the Board in its business judgment, or shall become financially literate
within a reasonable period of time after his or her appointment to the Audit
Committee.  The Board shall determine
whether at least one member of the Audit Committee qualifies as an audit
committee financial expert in compliance with the criteria established by the
SEC and other relevant regulators.  The
existence of such member, including his or her name and whether or not he or
she is independent, shall be disclosed in periodic filings as may required by
the SEC.  The members of the Audit
Committee shall be elected by the Board. 
Unless a Chair is elected by the full Board, the members of the Audit
Committee may designate a Chair by majority vote of the full Audit Committee membership.
The duties and responsibilities of a member of the Audit Committee are in
addition to those duties of such member as a member of the Board.  No
member of the Audit Committee may serve simultaneously on the audit committees
of more than two other public companies, unless the Board determines that such
simultaneous service would not impair such directors ability to serve
effectively on the Audit Committee and such determination is disclosed in the
Companys annual report.  No
member of the Audit Committee may receive, directly or indirectly, any
compensation from the Company other than (i) fees paid to directors for service
on the Board (including customary perquisites and other benefits that all
directors receive), (ii) additional fees paid to directors for service on a
committee of the Board (including the Audit Committee) or as the chairperson of
any committee and (iii) a pension or other deferred compensation for prior
services that is not contingent on future services on the Board.  III.CONTINUOUS ACTIVITIES  GENERAL  The
Audit Committee shall:  1.Provide an open avenue of communication among
the independent auditors, financial and senior management, the internal audit
function and the Board.  2 
   2.Encourage continuous improvement of, and
foster adherence to, the Companys policies, procedures and practices at all
levels.  3.Have the authority to obtain advice and
assistance from outside legal, accounting, or other advisors as it deems
appropriate to perform its duties and responsibilities, without having to
obtain approval from the Board.  4.In conjunction with the Companys Compliance
Committee, establish, review and update periodically a Code of Ethical Conduct
and ensure that management has established a system to enforce this Code.  Ensure that the code is in compliance with
all applicable rules and regulations.  5.In conjunction with the Companys Compliance
Committee, review managements monitoring of the Companys compliance with the
Code of Ethical Conduct, and ensure that the Companys financial statements,
reports and other financial information disseminated to governmental
organizations and the public satisfy legal requirements.  6.Establish the appropriate funding for
compensation to the independent auditor and to any advisers that the Audit
Committee chooses to engage.  7.Meet four times per year or more frequently
as circumstances require.  The Audit
Committee may ask members of management or others to attend meetings and
provide pertinent information as necessary. Each regularly scheduled meeting
shall conclude with an executive session of the Audit Committee absent members
of management and on such terms and conditions as the Audit Committee may
elect.  As part of its job to foster
open communication, the Audit Committee should meet periodically and separately
with (i) management, (ii) the director of the internal auditing function and
(iii) the independent auditors in executive sessions to discuss any matters
that the Audit Committee or any of these groups believe should be discussed
privately.  8.Confirm and assure the independence of the
independent auditor.  With respect to
the independence of the independent auditor, the Audit Committee must:  (a)Ensure that the independent auditor submits
on a periodic basis to the Audit Committee a formal written statement
delineating i) all relationships between the independent auditor and the
Company (which must comply with Independence Standards Board Standard  3 
   No. 1, as may be modified or supplemented),
ii) the independent auditors internal quality-control procedures and iii)
any material issues raised by the most recent internal quality-control review
or peer review of the outside auditors, or by any inquiry or investigation by
governmental or professional authorities, within the preceding five years, with
respect to any independent audit carried out by the independent auditors, and
any steps taken to deal with any such issues;  (b)Actively engage in a dialogue with the
independent auditor with respect to any disclosed relationships or services
that may impact the objectivity and independence of the independent auditor;  (c)Consider whether, in order to assure the
continuing independence of the independent auditors, there should be regular
rotation of the lead and reviewing audit partners (in addition to the rotation
every five years required pursuant to Section 10A(j) of the Exchange Act) or of
the independent audit firm;  (d)Based upon the information provided and ascertained
pursuant to Sections 8(a) through (c) above, the Committee shall evaluate the
independent auditors qualifications, performance and independence (including a
review and evaluation of the lead partner) and present its conclusions and
recommendations to the Board.  9.Instruct the independent auditor that the
Board and the Audit Committee are the independent auditors clients.  10.Review and approve the appointment,
replacement, reassignment or dismissal of the director of the Companys
internal audit function and periodically review his or her performance.  11.Inquire of management and the independent
auditor about significant risks or exposures and assess the steps management
has taken to minimize such risk to the Company.  12.Consider and review with the independent
auditor:  (a)The adequacy of the Companys internal
controls including computerized information system controls, security, staffing
levels  4 
   and budgets, as well as the performance of
the director of the Companys internal audit function; and  (b)Related findings and recommendations of the
independent auditor together with managements responses.  13.Consider and review with management and the
independent auditor:  (a)Significant findings during the year,
including the status of previous audit recommendations;  (b)Any difficulties encountered in the course of
audit work including any restrictions on the scope of activities or access to
required information, any accounting adjustments noted or proposed but passed
as immaterial for other reasons, any communications between the outside audit
team and the independent auditors national office and any management or
internal control letters proposed but never issued by the independent auditor
to the Company.  The Audit Committee
shall be responsible for the resolution of disagreements among the Companys
management, the independent auditors and the internal auditors regarding
financial reporting; and  (c)The quality and adequacy of the Companys
internal controls, including reviewing any management internal control report,
any significant internal control deficiencies or material weaknesses, any fraud
involving management or others significantly involved in the Companys internal
controls and procedures and any changes implemented in light of material
control deficiencies or weaknesses.  14.Periodically, but not less than annually,
assess the performance of the Audit Committee by consulting with independent
auditors, internal auditors and Company counsel on how audit committee best
practices relate to current Audit Committee practices, and institute
appropriate change.  15.Set guidelines for Audit Committee education
and orientation to assure understanding of the business and the environment in
which the Company operates and to report periodically to the Board as a result
of the foregoing.  5 
   IV.CONTINUOUS ACTIVITIES REGARDING REPORTING:
SPECIFIC POLICIES  1.Advise financial management and the
independent auditor that they are expected to provide a timely analysis of
significant current financial reporting issues and practices including the
following:  (a)Selection of new or changes to accounting
policies;  (b)Estimates, judgments, and uncertainties;  (c)Unusual transactions;  (d)Accounting policies relating to significant
financial statement items, including the presentation and timing of
transactions and the period in which they were recorded.  2.Ensure that financial management and the
independent auditor discuss with the Audit Committee their qualitative
judgments about the appropriateness of accounting principles and financial
disclosure practices used or proposed to be adopted by management, including
compliance with applicable SEC staff accounting bulletins and other regulatory
or accounting initiatives.  3.Inquire as to the independent auditors
independent qualitative judgments about the appropriateness of the accounting
principles, the consistency of the Companys accounting policies, and the
clarity and completeness of the Companys financial statements and related
disclosure practices (specifically with respect to Managements Discussion and
Analysis of Financial Condition and Results of Operations) used or proposed to
be adopted by management in connection with the independent auditors review of
financial statements prior to filing its appropriate SEC forms. Involve, as
appropriate, members of management including the President, CFO and legal
counsel in the discussions.  4.Determine, with regard to new transactions or
events, the independent auditors reasoning for the appropriateness of the
accounting principles and disclosure practices adopted by management.  5.In consultation with the independent auditors
and the internal auditors, review the integrity of the Companys financial
reporting processes (both  6 
   internal and external), and the internal
control structure (including disclosure controls).  Meet with representatives of the Disclosure Committee (if one
exists) on a periodic basis to discuss any matters of concern arising from the
Disclosure Committees process to assist the CEO and CFO in their
Sarbanes-Oxley Act of 2002 Section 302 and 906 certifications.  6.Review with management major issues regarding
accounting principles and financial statement presentations, including any
significant changes in the Companys selection or application of accounting
principles, and major issues as to the adequacy of the Companys internal
controls and any special audit steps adopted in light of material control
deficiencies.  7.Review analyses prepared by management (and
the independent auditor as noted in Section V, Item 3 below) setting forth
significant financial reporting issues and judgments made in connection with
the preparation of the financial statements, including analyses of the effects
of alternative GAAP methods on the financial statements.  8.Review with management the effect of
regulatory and accounting initiatives, as well as off-balance sheet structures,
on the financial statements of the Company.  9.Review and approve all significant related
party transactions.  10.In conjunction with the Companys Compliance
Committee and Code of Business Conduct and Ethics, establish and maintain
procedures for the receipt, retention, and treatment of complaints regarding
accounting, internal accounting, or auditing matters.  11.In conjunction with the Companys Compliance
Committee and Code of Business Conduct and Ethics, establish and maintain
procedures for the confidential, anonymous submission by Company employees
regarding questionable accounting or auditing matters.  12.Review earnings press releases with
management, including review of non-GAAP financial measures as defined by
Regulation G.  13.Review the regular internal reports (or
summaries thereof) to management prepared by the internal auditing department
and managements response.  7 
   V.SCHEDULED ACTIVITIES  1.Appoint (subject to shareholder ratification,
if applicable), compensate, and oversee the work performed by the independent
auditor for the purpose of preparing or issuing an audit report or related
work.  Review the performance of the
independent auditors. The independent auditors shall report directly to the
Audit Committee and the Audit Committee shall oversee the resolution of
disagreements between management and the independent auditors in the event that
they arise,andconsider
whether the auditors performance of permissible non-audit services is
compatible with the auditors independence.  2.Review with the independent auditor any
problems or difficulties and managements response.  3.In connection with the annual and quarterly
review by the independent auditors of the Companys financial statements,
review the independent auditors attestation and report on managements
internal control report and hold timely discussions with the independent
auditors regarding the matters required to be discussed by Statement on
Auditing Standards No. 61, including the following:  critical accounting policies and practices.  alternative treatments of financial
information within generally accepted accounting principles that have been
discussed with management, ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the independent
auditor.  other material written communications between
the independent auditor and management including, but not limited to, the management
letter and schedule of unadjusted audit differences; and  an analysis of the auditors judgment as to
the quality of the Companys accounting principles, setting forth significant
reporting issues and judgments made in connection with the preparation of the
financial statements.  4.Review and pre-approve both audit and
non-audit services to be provided by the independent auditor (other than with
respect to de minimis exceptions
permitted by the Sarbanes-Oxley Act of 2002). 
This duty may be delegated to one or more designated members of the
Audit Committee with any such pre-approval reported to the Audit Committee at
its next  8 
   regularly scheduled meeting. 
Approval of non-audit services shall be disclosed to investors in
periodic reports required by Section 13(a) of the Securities Exchange Act of
1934.  5.Set clear hiring policies, compliant with
governing laws or regulations, for employees or former employees of the
independent auditor.  6.Consider, in consultation with the
independent auditor, the audit scope and plan of the independent auditor.  7.Review with management and the independent
auditor the results of annual audits and related comments in consultation with
other committees as deemed appropriate including:  (a)The Companys audited annual financial
statements and related footnotes;  (b)The independent auditors audit of, and
report on the financial statements;  (c)Any significant changes required in the
independent auditors audit plans;  (d)Any difficulties or disputes with management
encountered during the course of the audit; and  (e)Other matters related to the conduct of the
audit which are to be communicated to the Audit Committee under Generally
Accepted Auditing Standards.  8.Review annual filings with the SEC and other published
documents containing the Companys financial statements and
consider whether to recommend to the Board that the audited financial
statements be included in the Companys Annual Report on Form 20-F filing with
the SEC. Review and discuss with management the Companys annual and quarterly
financial statements, and all internal controls reports (or summaries thereof). Review other relevant reports or
financial information submitted by the Company to any governmental body, or the
public, including management certifications as required by the Sarbanes-Oxley
Act of 2002 (Sections 302 and 906) and relevant reports rendered by the
independent auditors (or summaries thereof).  9 
   9.Review the interim financial reports with
management and the independent auditor before those interim reports are
released to the public or filed with the SEC or other regulators.  10.Arrange for the independent auditor to be
available to the full Board at least annually to help provide a basis for the
Board to recommend the appointment of the independent auditor.  11.Set guidelines for review of stock exchange
certifications and SEC disclosure requirements related to the Audit Committee.  12.Review and update this Audit Committee
Charter periodically.  13.Prepare the report that the SEC requires be
included in the Companys annual report.  VI.WHEN NECESSARY ACTIVITIES  1.Review periodically with Company counsel,
legal and regulatory matters that may have a material impact on the Companys
financial statements, compliance policies and programs.  2.Conduct or authorize investigations into any
matters within the Audit Committees scope of responsibilities.  The Audit Committee shall be empowered to
retain independent counsel and other professionals to assist in the conduct of
any investigation or in discharging its responsibilities.  3.Perform any other activities consistent with
this Charter, the Companys Memorandum and Articles of Association, and
governing law, as the Audit Committee or the Board deems necessary or
appropriate.  4.Review with the independent auditors, the
internal auditing department and management the extent to which changes or
improvements in financial or accounting practices, as approved by the Audit
Committee, have been implemented. (This review should be conducted at an
appropriate time subsequent to implementation of changes or improvements, as
decided by the Audit Committee.)  5.Discuss policies with respect to risk
assessment and risk management.  Such
discussions should include the Companys major financial and  10 
   accounting risk exposures and the steps
management has undertaken to control them.  6.Review, with the organizations counsel,
legal compliance matters including corporate securities trading policies.  7.Discuss with management financial information
and earnings guidance provided to analysts and rating agencies.  Such discussions may be on general terms
(i.e., discussion of the types of information to be disclosed and the type of
presentation to be made).  11