Exhibit 11.2  KERZNER INTERNATIONAL LIMITED   CODE OF   BUSINESS CONDUCT AND ETHICS  
   INTRODUCTION  Kerzner
International Limited, a foreign private issuer with securities trading on The
New York Stock Exchange (the NYSE) and its subsidiary companies (collectively,
the Company) has a commitment to moral conduct, to ethical behavior and to
operations within the letter and spirit of the law.  The Companys management believes it is appropriate to
periodically reiterate the Companys policy on business conduct and ethics in
this policy (the Code).  For the
purposes of this Code, employee is defined as the Companys employees,
officers and directors.  The Company
recognizes that it is not possible to document a code of business conduct and
ethics that will define the proper conduct and ethical behavior for every
situation that may arise.  As a general
policy, however, the pervasive theme of the Company and its employees must be
one of honesty and integrity in all transactions.  This Code provides a set of basic principles to guide employees
regarding the minimum requirements expected of them.  In addition to this Code, employees are required to comply with
the policies and procedures established by the Companys Human Resources
Department and applicable to the employees business unit.  Only conduct
that is in compliance with this Code and intended to advance the proper and
legal business interests of the Company is within an employees scope of
employment.  It is important that you
study them carefully and understand them, as you must abide by them.  If you have any questions about the Code,
please direct them to the Companys General Counsel, Compliance Officer, or the
senior executive in your Human Resources Department.  Taking actions
to prevent problems is part of our Companys culture.  If you observe possible unethical or illegal conduct you are
encouraged to report your concerns.  If
you report, in good faith, what you suspect to be illegal or unethical
activities, you should not be concerned about retaliation from others.  Any employees involved in retaliation will
be subject to serious disciplinary action by the Company.  Failure to
abide by the guidelines addressed in this Code will lead to disciplinary
actions, including dismissal where appropriate.  If you are in a situation,
which you believe may violate or lead to a violation of this Code, you are
urged to follow the guidelines described in Section XII of this Code.  I.COMPLIANCE
WITH LAWS, RULES AND REGULATIONS  We have a
long-standing commitment to conduct our business in compliance with applicable
laws and regulations and in accordance with the highest ethical
principles.  This commitment helps
ensure our reputation for honesty, quality and integrity.  1 
   II.CONFLICTS
OF INTEREST  Every employee
shall deal with suppliers, customers and other persons doing or seeking to do
business with the Company in a manner that excludes consideration of personal
advantage or which might otherwise be or appear to be inappropriate and
inconsistent with the Companys interest.   
A conflict of interest exists when a persons private interest
interferes in any way with the interests of the Company.  Specific
policies include, but are not limited to:  1.Other
Employment.  Unless otherwise
authorized by the Company, each employee shall devote all of his/her business
time and energy to the Company and shall not engage in any other business
activity without the prior written consent of the Companys Corporate Human
Resources Officer.  2.Corporate
Opportunities.  Employees owe a duty
to the Company to advance its legitimate interests when the opportunity to do
so arises.  Employees are prohibited
(without the consent of one of the Companys executive officers) from (1)
taking for themselves personally opportunities that are discovered through the
use of corporate property, information or their position, (2) using corporate
property, information or their position for personal gain and (3) competing
with the Company directly or indirectly.  3.Giving
and Receiving Gifts.  Company
employees may not give to, or receive from any person with whom the Company
does or is seeking to do business, any gifts, favors or gratuities of more than
a modest value (gifts), if the gift could be reasonably construed as an
improper attempt to influence the recipients decisions or actions.  Whenever an employee receives a gift that
violates this policy, the gift should be returned to the donor and reported to
the Compliance Officer.  Company
employees and representatives may not offer employment to any employee or agent
of a customer for the purpose of influencing that individual to select the
Companys goods and services or otherwise favor the Company.  In adopting the above policy, the Company recognizes that business
dealings include certain social and business amenities that are proper business
activities and expenses.  As a general
guideline, participation in activities such as sharing meals, food or beverages
with business associates, hosting or attending business receptions and
functions, providing, accepting or sharing transportation for business
purposes, giving or receiving cards and gifts of nominal or modest value in
conjunction with a holiday or other special occasion, giving or receiving
marketing items that are generally distributed to a wide business audience, and
similar social or business amenities can all be presumed to fall within  2 
   the bounds of business etiquette and propriety.  The granting or receipt of items falling
outside of these categories or of more than modest value will rarely be
consistent with this policy and should be reviewed with, and approved in
advance by the Compliance Officer.  To a
certain extent, the concept of modest value is a relative term that may
depend on the recipient, the type of item and the circumstances under which it
is given or received.  4.Protection
and Proper Use of Company Assets. 
Collectively, employees have a responsibility for safeguarding and
making proper and efficient use of the Companys property.  Each of us also has an obligation to prevent
the Companys property from loss, damage, misuse, theft, embezzlement or
destruction.  Theft, loss, misuse,
carelessness and waste of assets have a direct impact on the Companys
profitability and may jeopardize the future of the Company.  Any situations or incidents that could lead
to the theft, loss, misuse or waste of Company property should be reported
immediately to the security department or to your supervisor or manager as soon
as they come to your attention.  III.PROHIBITED
RECEIPTS AND PAYMENT POLICY  The Company
strives to be in strict compliance with all laws and regulations that may be
applicable to its business.  Employees of
the Company are prohibited from:  Engaging in
the following transactions to obtain business, retain business or direct
business to others, or to induce a government official or employee to fail to
perform or to perform improperly his or her official functions:  Payment
or offer to pay anything of value, directly or indirectly, to any domestic or
foreign government official or employee. Payment
or offer to pay anything of value, directly or indirectly, to any party in the
form of a commercial bribe, influence payment or kickback. Receipt
or acceptance of anything of value, directly or indirectly, from any party in
the form of a commercial bribe, influence payment or kickback.  Prohibited
transactions do not include gifts, entertainment and similar expenses in
foreign countries provided such gifts, entertainment and similar expenses meet
all of the following requirements:  (i)
they are legal and are made for a legitimate business purpose and not to obtain
benefits not permitted by local law or to escape obligations imposed by local
laws, (ii) they are modest in amount, are made in accordance with prevailing
local customs and are not considered to be or have the appearance of attempting
to influence any officials, or otherwise to be in violation of local law as
interpreted and applied and (iii) they otherwise satisfy the prohibitions on
conflicts of interest discussed in Section II (3) of this Code.  3    IV.POLITICAL
CONTRIBUTIONS  Election laws
in many jurisdictions generally prohibit political contributions by
corporations to candidates.  Many local
laws also prohibit corporate contributions to local political campaigns.  In accordance with these laws, the Company
does not make direct contributions to any candidates for federal, state or
local offices where applicable laws make such contributions illegal.  Contributions to political campaigns must
not be, or appear to be, made with or reimbursed by Company funds or resources.  Company funds and resources include (but are
not limited to) Company facilities, office supplies, letterhead, telephones and
fax machines.  Company
employees who hold or seek to hold political office must do so on their own
time, whether through vacation, unpaid leave, after work hours or on
weekends.  Additionally, all persons
must obtain advance approval from the Companys Legal Department prior to
running for political office to ensure that there are no conflicts of interest
with Company business.  Employees may
make personal political contributions as they see fit in accordance with all
applicable laws.  TheCompany recognizes that the guidelines in the
second paragraph of this Section V are not applicable to directors of the
Company that do not also serve in management positions within the Company.  V.PROPER
ACCOUNTING AND DOCUMENT RETENTION  Employees are
responsible for maintaining all records in an accurate manner and in accordance
with all applicable laws, regulations, principles and standards.  Many persons
within the Company record or prepare some type of information during their
workday, such as time cards, financial reports, accounting records, business
plans, environmental reports, injury and accident reports, expense reports, and
so on.  Many people, both within and
outside the Company, depend upon these reports to be accurate and truthful for
a variety of reasons.  These people
include our employees, governmental agencies, auditors and the communities in
which we operate.  Also, the Company
requires honest and accurate recording and reporting of information in order to
make responsible business decisions.  We
maintain the highest commitment to recording information accurately and
truthfully.  In addition to
policies established by the Companys Audit Committee, specific policies
include:  1.All
financial statements and books, records and accounts of the Company must
accurately reflect transactions and events and conform both to legal
requirements and accounting principles and also to the Companys system of
internal accounting.  4    2.No
unrecorded funds or assets of the Company may be established or maintained.  3.No
false or misleading entries on the books and records of the Company may be made
regardless of whether reporting is required by law, dishonest reporting within
the Company, or to organizations or people outside the Company, is strictly
prohibited.  4.All
officers and employees of the Company that are responsible for financial or
accounting matters are also required to ensure full, fair, accurate, timely and
understandable disclosure of information in all periodic reports required to by
filed by the Company with the Securities and Exchange Commission.  This commitment and responsibility extends
to the highest levels of our organization, including our chief executive
officer, chief financial officer and chief accounting officer or corporate
controller.  5.Employees
of the Company may not engage in any arrangement that results in prohibited
acts.  No payment on behalf of the
Company or any subsidiary will be approved without adequate supporting
documentation, and no payment will be made with the intention or understanding
that any part of such payment is to be used for any purpose other than that
described in the document supporting the payment.  6.Documents
may only be destroyed in compliance with Company document retention and
destruction procedures.  Notwithstanding
these procedures, no document may ever be destroyed during a pending
investigation or litigation.  VI.DEALING
WITH AUDITORS  No employee
shall (i) make a false or misleading statement to any internal auditor or
investigator or to any independent public or certified accountant or
investigator engaged by the Company, nor shall any employee conceal or fail to
reveal any information necessary to make the statements to such auditor or
investigator not false or misleading or (ii) take any action to fraudulently
influence, coerce, manipulate, or mislead any independent public or certified
accountant engaged in the performance of an audit of the financial statements
of the Company.  VII.USE
AND DISCLOSURE OF CONFIDENTIAL INFORMATION  Information is
one of our most valuable corporate assets, and open and effective dissemination
of information is critical to our success. However, much of our Companys
business information is confidential or proprietary.  Confidential information includes all non-public information that
might be of use to competitors, or harmful to the Company or our customers, if
disclosed.  5 
   It is also our
Companys policy that all employees must treat what they learn about our
customers, joint venture partners and suppliers and each of their businesses as
confidential information.  The
protection of such information is of the highest importance and must be
discharged with the greatest care for the Company to merit the continued
confidence of such persons. 
Confidential information to such person is information it would consider
private, which is not common knowledge outside of that company and which an
employee of the Company has learned as a result of his or her employment by the
Company.  Employees of
the Company are prohibited, except as required by law or as specifically
authorized by the Companys Legal Department, from:  1.During
the term of their employment and thereafter, disclosing, directly or
indirectly, to anyone outside the Company, confidential information concerning
the Company.  Examples of such
information include:  Financial
data (operating results, capital plans and expenditures, budget, etc.); Development
plans and strategies; Business
plans and strategies; Customer
and supplier lists and identity of outside consultants; Confidential
information obtained during the course of employment about another company,
joint venturer, supplier or other person; Marketing
plans, strategies, analyses and research; Advertising
plans, strategies, analyses and research; and Organization
charts, grade and salary data, and policy and procedure manuals.  2.During
the term of their employment and thereafter, selling confidential or personal
information about our customers or sharing such information with any third
party except with the customers consent or as required by law.  3.Following
their employment, using, directly or indirectly, any confidential information
concerning the Company.  Employees of
the Company should guard against unintentional disclosure of confidential
information and take special care not to store confidential information where
unauthorized personnel can see it, whether at work, at home, in public places
or elsewhere. Situations that could result in inadvertent disclosure of such
information include: discussing confidential information in public (for
example, in restaurants, elevators or airplanes); talking about confidential
information on mobile phones; working with sensitive information in public
using laptop computers; and transmitting confidential information via fax.  Within the workplace, do not assume that all
Company employees, contractors or subsidiary personnel should see confidential
information.  6 
   It is the
responsibility of every Company employee to help preserve our confidential
information by also adhering to the policies and procedures set forth in the
Companys Confidential Information and Policy Statement.  VIII.TRADING
IN COMPANY SECURITIES  There are
instances where our employees have information about the Company, its
subsidiaries or affiliates or about a company with which we do business that is
not known to the investing public.  Such
inside information may relate to, among other things: plans; new products or
processes; mergers, acquisitions or dispositions of businesses or securities;
problems facing the Company or a company with which we do business; sales;
profitability; negotiations relating to significant contracts or business
relationships; significant litigation; or financial information.  If the
information is such that a reasonable investor would consider the information
important in reaching an investment decision, then the Company employee who
holds the information must not buy or sell Company securities, nor provide such
information to others, until such information becomes public.  Further, employees must not buy or sell
securities in any other company about which they have such material non-public
information, nor provide such information to others, until such information
becomes public.  Usage of material
non-public information in the above manner is not only illegal, but also
unethical.  Employees who involve
themselves in illegal insider trading (either by personally engaging in the
trading or by disclosing material non-public information to others) will be
subject to immediate termination.  The
Companys policy is to report such violations to the appropriate authorities
and to cooperate fully in any investigation of insider trading.  The Company
has specific rules that govern trades in Company securities by employees.  The above description is qualified in its
entirety by reference to the Kerzner International Limited Trading Policy.  Employees may
need assistance in determining how the rules governing inside information apply
to specific situations and should consult the Companys Legal Department in
these cases.  IX.EMPLOYMENT
PRACTICES  To compete
successfully, the Company must be a place where talent prevails and where
people are free to perform to their highest potential.  Basing
employment and advancement on anything other than a persons ability and
performance is inexcusable and clearly against the Companys best
interests.  As has always been the case,
we are firmly committed to providing equal employment opportunities to all
individuals and will not tolerate any illegal discrimination or harassment of
any kind.  We do not discriminate
against job applicants or employees because of race, religion, color, national
origin, gender,  7 
   age, marital
status, sexual orientation, veteran status, handicap or disability.  We will also not tolerate any behavior that
fosters an environment of harassment or jokes based on a persons sex,
physical characteristics or cultural differences.  We demand the same from our suppliers and vendors.  These policies apply to both applicants and
employees and in all phases of employment, including recruiting, hiring,
placement, training and development, transfer, promotion, demotion, performance
reviews, compensation and benefits, and separation from employment.  All levels of
supervision are responsible for monitoring and complying with the Companys
policies and procedures for handling employee complaints concerning harassment
or other forms of unlawful discrimination. 
Employees who have experienced conduct they believe is contrary to the
Companys anti-discrimination policies have a legal right to take advantage of
the complaint procedure contained within that policy.  An employees failure to exercise rights under the Companys
complaint procedure could affect his or her right to pursue legal action.  Because employment-related laws are complex
and vary from state to state and country to country, supervisors should obtain
the advice of the Companys Human Resources or Legal Department in advance whenever
there is any doubt as to the lawfulness of any proposed action or inaction.  X.ANTITRUST  The Company
believes that the welfare of consumers is best served by economic
competition.  Our policy is to compete
vigorously, aggressively and successfully in todays increasingly competitive
business climate and to do so at all times in compliance with all applicable
antitrust, competition and fair dealing laws in all the markets in which we
operate.  We seek to excel while
operating honestly and ethically, never through taking unfair advantage of
others.  Each employee should endeavor
to deal fairly with the Companys customers, suppliers, competitors and other
employees.  No one should take unfair
advantage through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing practices.  The antitrust
laws of many jurisdictions are designed to preserve a competitive economy and
promote fair and vigorous competition. 
We are all required to comply with these laws and regulations.  Employees involved in marketing, sales and
purchasing, contracts or in discussions with competitors have a particular
responsibility to ensure that they understand our standards and are familiar
with applicable competition laws. 
Because these laws are complex and can vary from one jurisdiction to
another, employees should seek the advice of the Companys Legal Department
when questions arise.  8 
   XI.REPORTING
ILLEGAL OR UNETHICAL BEHAVIOR; COMPLIANCE PROCEDURES  As an employee
of the Company, you are expected to conduct yourself in a manner appropriate
for your work environment, and are also expected to be sensitive to and
respectful of the concerns, values and preferences of others.  You are encouraged to promptly report any
practices or actions that you believe to be inappropriate.  We have
described in each section above the procedures generally available for
discussing and addressing ethical issues that arise.  Speaking to the right people is one of your first steps to
understanding and resolving what are often difficult questions.  As a general matter, if you have any
questions or concerns about compliance with this Code or you are just unsure of
what the right thing is to do, you are encouraged to speak with your
supervisor, manager or other appropriate persons within the Company.  If you do not feel comfortable talking to
any of these persons for any reason,
you should call or write the Companys Legal Department or the Compliance
Officer.  In addition, you may contact
the Companys confidential Ethics Hot Line. 
The contact information for the Companys Ethics Hot Line is available
through the Companys intranet web site under the Human Resources bulletin
board.  Each of these offices has been
instructed to register all complaints, brought anonymously or otherwise, and
direct those complaints to the appropriate channels within the Company.  Accounting/Auditing
Complaints: 
The law also requires that we have in place procedures for addressing
complaints concerning auditing issues and procedures for employees to
anonymously submit their concerns regarding accounting or auditing issues.  Complaints concerning accounting or auditing
issues will be directed to the attention of the Companys Audit Committee, or
the appropriate members of that committee. 
For direct access to the Companys Audit Committee, please address your
auditing and accounting related issues or complaints to:  Chairman,
Audit Committee
Kerzner International Limited
Atlantis Paradise Island
Coral Towers Executive Offices
Paradise Island, The Bahamas  XII.WAIVERS
OF THE CODE OF BUSINESS CONDUCT AND ETHICS  Any change in
or waiver of this Code for executive officers (including our chief executive
officer, chief financial officer, controller or principal accounting officer)
or directors may be made only by the Board of Directors or committee thereof
and will be promptly disclosed to the extent required by law or stock exchange
regulation.  9    XIII.MISCELLANEOUS  1.Contractual
Commitments.  All leases, contracts
and agreements must be in writing and approved in accordance with established
procedures.  2.Intellectual
Property Rights.  Our Company
depends on intellectual property, such as trade secrets, trademarks and
copyrights, as well as business, marketing and expansion plans, pricing
policies, marketing ideas, customer information and databases, records, salary
information and any unpublished financial data and reports, for its continued
vitality.  If our intellectual property
is not protected, it becomes available to other companies that have not made
the significant investment that our Company has made to produce this property
and thus gives away some of our competitive advantage.  All of the rules stated above with respect
to confidential information apply equally to proprietary information.  Certain employees are required to sign a proprietary information
agreement that restricts disclosure of proprietary, trade secret and certain
other information about the Company, its joint venture partners, suppliers and
customers. The policy set forth in this Code applies to all employees, without
regard to whether such agreements have been signed.  It is the responsibility of every Company employee to help
protect our intellectual property by also adhering to the policies and
procedures set forth in the Companys Confidential Information and Policy
Statement.  Management at all levels of
the Company is encouraged to foster and maintain awareness of the importance of
protecting the Companys intellectual property.  3.Legal
Proceedings.  In order to provide
the Company with the information necessary to maintain its position in the
industry, each employee has the affirmative obligation to notify in writing the
Companys General Counsel or Compliance Officer in the event of any of the
following:  The
employee is named in a lawsuit as defendant, plaintiff or third-party related
to Company business. The
employee is arrested, indicted or convicted of any crime or disorderly persons
offenses, excluding traffic violations. The
employee is subpoenaed to testify or produce evidence in any matter related to
Company business. The
employee is the subject of an investigation or questioned by any law
enforcement or regulatory agency related to Company business. The
employee is named in a complaint filed by any regulatory agency.  10    4.Company
Policies and Procedures.  All employees
shall comply with all policies and procedures of the Company and shall notify
their supervisor of any known noncompliance by the Company or other employees.  5.Employment
Contracts.  No employee has the
authority to enter into any agreement on behalf of the Company concerning
employment of any individual without the approval of the Human Resources
Department.  6.Whistleblower
Protection.  You should know that if
you report in good faith what you suspect to be illegal or unethical
activities, you should not be concerned about retaliation from others.  Any employees involved in retaliation will
be subject to serious disciplinary action by the Company.  Furthermore, the Company could be subject to
criminal or civil actions for acts of retaliation against employees who blow
the whistle on U.S. securities law violations and other federal offenses.  7.Employee
Certification.  Certain employees of
the Company will be requested to sign a certification at the time of their
initial hiring and periodically thereafter, affirming a knowledge and
understanding of this policy on business conduct and stating they have fully
complied with the policy and, to the extent they have a knowledge of any
violations of the policy, they have reported the same to the Companys corporate
Human Resources officer, General Counsel or Compliance Officer.  8.Disciplinary
Action.  No Code can address all
specific situations. It is, therefore, each employees responsibility to apply
the principles set forth in this Code in a responsible fashion and with the
exercise of good judgment and common sense. 
If something seems unethical or improper, it likely is.  Always remember:  If you are unsure of what to do in any situation, seek guidance
of the Companys Legal Department or Compliance Officer before you act.  Employees who violate this Code shall be disciplined in a manner
commensurate with the violation.  Such
discipline, in appropriate cases, may include restitution, reassignment to a
different department, suspension or termination of employment.  Each employee has a serious obligation to
adhere to this Code, including an obligation to seek clarification and prior
approval of questionable acts, relationships and transactions.  All employees are expected to cooperate in
internal investigations of misconduct.  9.Compliance
Committee.  The Company has formed a
Compliance Committee charged with implementing and overseeing the establishment
of the highest moral and ethical values through, among other things, the
development and enforcement of this Code.  11    XIV.CONCLUSION  The preceding
discussion of Company policy on business conduct and ethics is not meant to be,
and in no way can be, all-inclusive.  If
you have a question regarding your business conduct or ethical issues relating
thereto, do not hesitate to discuss the question either with the person to whom
you report, your Human Resources Department, any executive officer of the
Company or the Companys Compliance Officer. 
Certain employees and other designated personnel will be required to
sign a certification at the time of their initial hiring and periodically
thereafter, affirming a knowledge and understanding of this policy on business
conduct and stating they have fully complied with the policy and, to the extent
they have a knowledge of any violations of the policy, they have reported the
same to the Companys corporate Human Resources officer, General Counsel or
Compliance Officer.  No employee will be
retaliated against or penalized in any other way for reporting, in good faith,
any violation of this Code.  12 
   Kerzner International Limited Code of Business Conduct and Ethics Acknowledgement Form   Compliance Officer, Kerzner International Limited   Dear Sir:  This letter is to confirm that, as an employee of Kerzner International
Limited or one or more of its subsidiaries (collectively, the Company), I
acknowledge the following:  1.I
have received a copy of the Companys Business Code of Conduct and Ethics (the
Code).  2.I
have read the Code and understand the requirements.  3.I
will fully comply with the Code.  4.To
the extent that I obtain knowledge of any violations of the Code, I will report
such violations to the Companys General Counsel or Compliance Officer.   SignaturePrint NameDate  13