**Exhibit 11**

**Code of Ethics**

**Code of Ethics forthe Director of Finance and the department and team managers of theFinance division of Kabel Deutschland Group**

It is the policy of Kabel Deutschland GmbH and theKabel Deutschland Group (the “Group”) to conduct its business and corporateactivities in accordance with the principles of ethical and responsibleleadership.

At KDG Group, the Director of Finance, the departmentand team managers of the Finance division (each, an “Officer”; collectively,the “Officers”) bear special responsibility for ensuring that the interests ofthe Group’s shareholders, employees and customers are protected and promoted byethical and honest management practices.

This Code of Ethics (the “Code”) has been adopted bythe Group for the Officers in order to promote honesty, integrity, transparencyand ethical conduct by those persons in their performance of their managementresponsibilities.

The enforcement of the Code shall be, within theframework of applicable law and corporate policy, the responsibility of theSupervisory Board of Kabel Deutschland GmbH and the Advisory Board of KabelDeutschland Verwaltungs GmbH. Subject to this framework the Supervisory Boardmay request the assistance of the Managing Directors and officials of theGroup, such as the Director of Finance, the Director of Internal Audit or theDirector of Law and Regulation in carrying out this responsibility.

Inaddition to the Code, the Officers are subject to, and shall comply with, allother applicable compliance codes and policies of the company.

**1.**                 Honestand Ethical Conduct

1.1          The Group is committedto the highest standards of ethical business conduct. The Officers must engagein honest and ethical conduct at all times and in all respects in dischargingthe duties of their respective offices.

1.2          The Officers mustexercise high standards of conduct in their dealings with the Group’semployees, its investors, customers, suppliers, and with the governmentalofficials and agencies of all jurisdictions in which the Group operates.

1.3          Each Officer must avoidsituations in which his or her personal interests could conflict with, or evenappear to conflict with, the interests of the Group. All conflicts of interestof an Officer, whether actual or apparent, must be addressed in a manner thatcomplies with the ethical requirements of this Code. A “conflict of interest”exists whenever an individual’s private interests interfere or conflict in anyway (or even appear to interfere or conflict) with the interests of the Group.A conflict of interest also exists in any situation where the gain, orpotential gain, from information attained through employment with the Group isused for personal benefit and/or to the detriment of the Group. Conflicts ofinterest may also arise when a member of an Officer’s family receives improperpersonal benefits as a result of the Officer’s position in the Group,regardless whether such benefits are received directly from the Group orindirectly from a third party. Additional employment activities must notinterfere with the interests of the Group.

1.4          Allconflicts or potential conflicts of interest should immediately be reported tothe Supervisory Board.

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**2.**                 Disclosureof Information

2.1          Each Officer shall beresponsible for providing and requiring full, fair, accurate, understandableand timely disclosure of information in documents and reports the Group fileswith, or submits to, governmental and regulatory agencies (including the U.S.Securities Exchange Commission) or otherwise communicates to the public atlarge. All such information provided by each Officer shall be promptly providedand must be accurate, complete and in compliance with all applicable legalrequirements of all jurisdictions in which the Group operates.

2.2          TheOfficers shall also ensure that the Group will establish and maintain legallyand operationally adequate internal accounting and disclosure controls. TheOfficers shall assess the adequacy of such controls on an ongoing basis andimplement any changes in the controls that may be necessary.

**3.**                 Compliancewith Law

3.1          The Officers shall causethe Group to respect and comply with all applicable laws, rules andregulations of all jurisdictions in which the Group conducts business,including the standards relating to accounting and auditing matters. This dutyof legal compliance includes the observance of all laws, rules andregulations applicable to personal trading in the Group’s securities by theOfficers, and the use by the Officers of material, non-public information relatingto the Group. Each Officer shall also give his or her personal support to theGroup’s policy of fully and accurately recording and reporting all financialinformation as required by applicable accounting regulations.

3.2          The Officers shall beresponsible for causing the Group to establish, maintain and periodicallyassess adequate procedures for the detection and reporting of any deviation inpractice from the Group’s policy of full compliance with all applicableaccounting regulations.

3.3          ThisCode of Ethics does not, and is not intended to, summarize all laws, rules andregulations applicable to the Group, its employees, officers and directors. Itis the responsibility of each Officer to adhere to all applicable requirementsand prohibitions imposed by those laws, rules and regulations, includingthose relating to accounting and auditing matters.

**4.**                 lnternalReporting

lf any Officer is concerned that an act or omission ofan Officer, or of any person acting at the direction of an Officer, may constitutea violation of this Code, then such Officer should promptly inform theSupervisory Board of the Group of such concern. Failure to do so shallconstitute a violation of this Code.

**5.**                 FairCompetition

The Group is committed to promoting fair and open competitionin the market. The Officers are not allowed to engage in unlawful and/orcriminally relevant practices.

**6.**                 InsiderTrading

Officers having inside information about the Group orany other company with which the group is considering a strategic alliance oran acquisition, disinvestment or merger, may not sell, purchase or otherwisetrade in stock, derivatives or other securities of the Group, or disclose suchinformation to another person. Inside information is defined as informationwhich an investor would consider important in deciding whether to buy or sellstock or securities. It includes, for example, confidential information aboutplans to acquire another company, strategic alliances, financial results,product discoveries or changes in capital structure or important agreements.Public information or public data is not inside information.

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**7.**                 MoneyLaundering

No officer, either alone or in collaboration withthird parties, may take measures that violate domestic or foreign regulationson money laundering. “Money laundering”, as defined in these regulations, meansin particular the introduction—e.g., by conversion or transfer—into the regulareconomic cycle of money or other assets originating directly or indirectly froma criminal offence.

**8.**                 Dealingwith donations

Officers shall avoid the receipt of any money,non-nominal gifts or excessive entertainment from any company with which theGroup has current or prospective business dealings. Officers shall avoidselling anything to or buying anything from the Group, except on the same termsand conditions as every employee is permitted to purchase or sell.

**9.**                 Safeguardingcompany assets

All Officers are required to handle property of theGroup in a responsible manner. Property of the Group also includescommunications facilities and intangible assets such as know-how and industrialproperty rights. Confidential information of the company must always be keptsecret and protected against unauthorized access by third parties. This alsoapplies to confidential information disclosed to the Group by third parties.

**10.**          Accountabilityfor Compliance

Each of the Officers shall be personally accountablefor compliance with this Code. The Supervisory Board of the Group shall beresponsible for the investigation of all alleged violations of this Code. Inthe event a violation of the Code is established, appropriate sanctions will beimposed by, or on behalf of, the Supervisory Board in accordance withapplicable law and with applicable Group guidelines and policy, which mayinclude sanctions and disciplinary measures including discharge from the Group.Violations of this Code may also constitute or result in violations of law andmay ensue civil or criminal penalties for the Officers, their supervisors andthe Group,

**11.**          Amendment,Modification and Waiver

This Code may be amended, modified or waived inwriting from time to time, and all such amendments, modifications or waivers,both express and implied, shall be subject to the disclosure requirements ofall applicable laws, rules and regulations.

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