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                                                                    Exhibit 11.1


                       KOWLOON-CANTON RAILWAY CORPORATION
                               (THE "CORPORATION")


                            SENIOR FINANCIAL OFFICERS
                                 CODE OF ETHICS


1.   The honesty, integrity and sound judgment of Senior Financial Officers is
     fundamental to the reputation and success of the Corporation. While all
     employees are required to adhere to the Corporation's policies and Code of
     Conduct, the professional and ethical conduct of Senior Financial Officers
     is essential to the proper function and success of the Corporation. This
     Code of Ethics applies to the Corporation's "Senior Financial Officers",
     which are its Chief Executive Officer, Director (Finance), General Manager
     (Financial Control), General Manager (Corporate Treasury) and all persons
     performing similar functions.


GENERAL

2.   To the best of their knowledge and ability, Senior Financial Officers of
     the Corporation must:-

     o    Act with honesty and integrity and avoid actual or apparent conflicts
          of interest in personal and professional relationships. Conflicts of
          interest arise when an individual, or a member of his or her immediate
          family, receives, or appears to receive, improper personal benefits as
          a result of his or her position in the Corporation. Actual or apparent
          conflicts of interest include, but are not limited to, the following
          examples:

          (i)   ENGAGING IN ANY personal business transaction involving the
                Corporation for profit or gain without first reporting the same
                to the Company Secretary and General Counsel, who will take
                appropriate action to determine whether a conflict exists.

          (ii)  being a consultant to, or a director, officer or employee of, a
                supplier or competitor of the Corporation;

          (iii) receiving, directly or indirectly, improper personal benefits as
                a result of using Corporation property or obtaining services;

          (iv)  conducting Corporation business with a family member, or taking
                any business action that improperly benefits a family member;
                and

          (v)   accepting money, personal gifts, discounts, loans (other than
                loans from lending institutions at prevailing interest rates),
                or other special treatment or gratuities from any supplier or
                competitor of the Corporation, save where permitted in
                accordance with KCRC's policies and Code of Conduct.

     o    Provide colleagues with, or cause to be provided, information that is
          full, fair, accurate, complete, objective, relevant, timely and
          understandable, for disclosure purposes in reports and documents that
          the Corporation files with or submits to any Hong Kong or other
          securities regulatory body or securities exchange or any other public
          communications.

     o    Comply, and take all reasonable actions to cause others to comply,
          with the applicable laws, rules and regulations of Hong Kong or other
          foreign state or country whose laws may apply to the Corporation in
          any particular circumstances.

     o    Act in good faith, with due care, competence and diligence, without
          misrepresenting, misstating, exaggerating, omitting or otherwise
          untruthfully, carelessly or wrongfully disclosing material facts or
          information pertaining to the Corporation or allowing independent
          judgment to be subordinated or biased.

     o    Respect the confidentiality of information acquired in the course of
          employment and not use such confidential information in an unethical
          or opportunistic manner, such as (a) taking for themselves personal
          opportunities related to the Corporation's business; (b) using the
          Corporation's property, information or position for personal gain; or
          (c) competing with the Corporation for business opportunities.

     o    Share knowledge among themselves and the Corporation's employees and
          maintain skills necessary and relevant to the Corporation's needs.

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     o    Proactively promote ethical and honest behaviour within the
          Corporation.

     o    Ensure the responsible use of and control of all the Corporation's
          assets, resources and information for legitimate business purposes
          only.

3.   All Senior Financial Officers are expected to adhere to both the
     Corporation's policies and Code of Conduct and this Code of Ethics for
     Senior Financial Officers at all times.


RECORD KEEPING

4.   The Corporation requires honest and accurate recording and reporting by all
     Senior Financial Officers of information in order to make responsible
     business decisions. All of the Corporation's books, records, accounts and
     financial statements must be maintained in reasonable detail, must
     appropriately reflect the Corporation's transactions and must conform both
     to applicable legal requirements and to the Corporation's system of
     internal controls. Unrecorded or "off the books" funds or assets should not
     be maintained unless permitted by applicable law or regulation.


ACCURATE AND TIMELY PERIODIC REPORTS

5.   The Corporation is committed to providing full, fair, accurate, timely and
     understandable disclosure in periodic reports and documents that the
     Corporation files, or submits to, its shareholder or the applicable
     regulatory bodies and in other public communications. Specifically, the
     Senior Financial Officers shall exercise their best endeavours to ensure
     that the Corporation:-

     o    maintains accurate books and records that fully, fairly and accurately
          reflect the Corporation's financial information and reporting of
          transactions;

     o    ensure that the financial statements and other financial information
          included in periodic and other reports is prepared in accordance with
          generally accepted accounting principles and fairly presents in all
          material respects the financial condition, results of operations and
          cash flows of the Corporation;

     o    maintain such disclosure controls and procedures to ensure that
          material information relating to the Corporation is made known to
          management, particularly during the periods in which the Corporation's
          periodic reports are being prepared;

     o    maintain such internal controls and procedures for financial reporting
          to provide reasonable assurances that the Corporation's financial
          statements are fairly presented in conformity with generally accepted
          accounting principles;

     o    prohibit the establishment of any undisclosed or unrecorded funds or
          assets;

     o    disclose material off-balance sheet transactions in compliance with
          applicable laws and regulations; and

     o    otherwise present information in a clear and orderly manner.


REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOUR

6.   Senior Financial Officers have a duty to adhere to this Code and the
     Corporation's policies and Code of Conduct, and to report promptly to the
     Company any suspected violations in accordance with the applicable
     procedures. Senior Financial Officers are required to report promptly to
     the Corporation's General Counsel, who shall submit a report to the Audit
     Committee, respecting any observed violations of this Code or any other
     illegal or unethical behaviour.

7.   This Code of Ethics for Senior Financial Officers cannot and is not
     intended to cover every applicable law or to anticipate every issue that
     may arise, but does set out the basic principles to be followed. If a
     Senior Financial Officer is unclear about a particular situation, guidance
     must first be sought from the Corporation's Legal Department or where
     appropriate, the Audit Committee, before taking action.

8.   Only the Managing Board shall have the sole and absolute discretionary
     authority to approve any amendment to or any deviation or waiver from the
     Code of Ethics for Senior


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     Financial Officers. Any waiver and the grounds for such waiver for a Senior
     Financial Officer shall be promptly disclosed on the Corporation's website,
     its Intranet and through a filing with the United States Securities and
     Exchange Commission on Form 20-F.


ACCOUNTABILITY

9.   While the Corporation's General Counsel will oversee the procedures
     designed to implement this Code, it is the individual responsibility of
     each Senior Financial Officer to become familiar with this Code, to adhere
     to the standards and restrictions set forth herein, to conduct himself or
     herself accordingly and to avoid even the appearance of impropriety.