Exhibit 11


ALVARION LTD. Code of Ethics for the CEO, CFO and Other Senior Officers
-----------------------------------------------------------------------


This Code of Ethics is applicable to the chief executive officer ("CEO"), the
chief financial officer ("CFO") and the other senior officers of Alvarion Ltd.
(the "Company").

In adopting this Code of Ethics the Company has recognized the vital importance
to the Company of conducting its business in accordance with the highest ethical
standards and in full compliance with all applicable laws and, even where not
required by law, with the utmost integrity and honesty.

Persons Covered by this Code of Ethics
--------------------------------------

This Code of Ethics is applicable to each officer of the Company having any or
all of the following responsibilities and/or authority, regardless of formal
title: the chairman of the board of directors, the president, the CEO, the CFO,
the chief accounting officer, the controller, the treasurer, the chief legal
officer, the chief of internal audit, any assistant general counsel responsible
for finance matters, any assistant controller and any regional or business unit
financial officer (each, a "Covered Officer"). This Code of Ethics applies to a
Covered Officer whether he or she is formally employed by the Company or by any
of its subsidiaries or affiliates. All references herein to dealings with, or
actions of or transactions with, the Company refer also to dealings with, or
actions of or transactions with, any Company subsidiary or affiliate of the
Company and any other entity in which the Company has a substantial investment.

General Principles
------------------

In all of his or her dealings on behalf of, or with, the Company, each Covered
Officer must:

o     Engage in and promote honest and ethical conduct, including by avoiding
      actual or potential conflicts of interest between personal and business or
      professional relationships;

o     Act in good faith, responsibly, with due care, competence and diligence,
      without misrepresenting material facts or allowing his or her independent
      judgment to be subordinated to the judgment of others;

o     Produce full, fair, accurate, timely, and understandable disclosure in
      reports and documents that the Company files with, or submits to, the
      United States Securities and Exchange Commission (the "SEC"), and in other
      public communications;

<PAGE>

o     Comply with all applicable governmental laws, rules and regulations
      (including, but not limited to, those relating to disclosure of the
      business activities and/or performance of the Company);

o     Promptly report violations of this Code of Ethics to the appropriate
      persons;

o     Protect the confidentiality of non-public information about the Company
      and its customers, suppliers or other business partners, and prevent the
      unauthorized disclosure of such information unless required by law;

o     Ensure the responsible use of, and control over, all Company assets and
      resources entrusted to his or her care; and

o     Assume accountability for compliance with, and the interpretation and
      enforcement of, this Code of Ethics.

Implementing Policies and Procedures
------------------------------------

In furtherance of the general principles stated above, each Covered Officer must
adhere to the following set of implementing policies and procedures:

1.       Avoidance and Handling of Conflict of Interest Situations.
         ---------------------------------------------------------

         Each Covered Officer is expected to avoid whenever practicable
         situations where his or her personal interest may conflict with, or be
         reasonably perceived to conflict with, the best interests of the
         Company and, where it is not possible to avoid an actual or apparent
         conflict of interest, to act in a manner expected to protect and
         advance the Company's sole best interest. Accordingly, a Covered
         Officer:

         o   is not permitted to compete, either directly or indirectly, with or
             against the Company;

         o   is not permitted to receive compensation in connection with
             services performed relating to any transaction entered into by the
             Company, other than compensation received in the ordinary course of
             the Covered Officer's employment by the Company;

         o   should avoid making any personal investment, acquiring any personal
             financial interest or entering into any association that
             interferes, might interfere, or might reasonably be thought to
             interfere, with his or her independent exercise of judgment on
             behalf of the Company and in its best interests; and

         o   take or otherwise appropriate for his or her personal benefit, or
             for the benefit of any other person or enterprise, any opportunity
             or potential opportunity that arises or may arise in any line of
             business in which the Company or any Company subsidiary or
             affiliate engages or is considering engaging without first
             notifying


                                       2

<PAGE>

             and obtaining the written approval of the Company's General Counsel
             or his or her designee.

         o   To protect and advance the interests of the Company in any
             situation where the interests of the Company and the interests of a
             Covered Officer may conflict or be perceived to conflict, it will
             generally be necessary for the Covered Officer to cease to be
             involved in dealing with the situation on behalf of the Company and
             for another director, officer or employee of the Company to act on
             the matter on behalf of the Company (for example, in the
             negotiation of a transaction on behalf of the Company).

         o   There is no "bright-line" test for, or comprehensive definition of
             what constitutes, a conflict of interest, although the minimum
             standard is compliance with all applicable laws, this Code of
             Ethics. Accordingly, while not every situation that may give rise
             to a conflict of interest can be enumerated either in this Code of
             Ethics, a Covered Officer must treat as a conflict of interest any
             situation in which that person, or any person with whom he or she
             has a personal relationship (including but not limited to a family
             member, in-law, business associate, or a person living in such
             Covered Officer's personal residence):

              o      solicits or accepts, directly or indirectly, from
                     customers, suppliers or others dealing with the Company any
                     kind of gift or other personal, unearned benefit as a
                     result of his or her position with the Company (other than
                     non-monetary items of nominal intrinsic value);

              o      has any financial interest in any competitor, customer,
                     supplier or other party dealing with the Company (other
                     than ownership of a relatively small position of publicly
                     traded securities of such a company);

              o      has a consulting, managerial or employment relationship in
                     any capacity with a competitor, customer, supplier or other
                     party dealing with the Company, including the provision of
                     voluntary services; or

              o      acquires, directly or indirectly, real property,
                     leaseholds, patents or other property or rights in which
                     the Company has, or the Covered Officer knows or has reason
                     to believe at the time of acquisition that the Company is
                     likely to have, an interest.

2.       Full, Fair and Timely Disclosure; Adequacy of Disclosure Controls and
         Procedures and Internal Control Over Financial Reporting.
         ---------------------------------------------------------------------

         The Covered Officers are responsible under the federal securities laws
         of the United States and this Code of Ethics for assuring accurate,
         full, fair, timely and understandable disclosure in all of the
         Company's public communications, including but not limited to

                                       3
<PAGE>

         any report or other document filed with or submitted to the SEC or
         other governmental agency or entity, or in a press release, investor
         conference or any other medium in which a Covered Officer purports to
         communicate on behalf of the Company. Accordingly, it is the
         responsibility of each of the Covered Officers promptly to bring to the
         attention of the General Counsel of the Company or the Chairman of the
         Audit Committee any credible information of which he or she becomes
         aware that would place in doubt the accuracy and completeness in any
         material respect of any disclosures of which he or she is aware that
         have been made, or are to be made, directly or indirectly by the
         Company in any public SEC filing or submission or any other formal or
         informal public communication, whether oral or written (including but
         not limited to a press release).

         In addition, each Covered Officer is responsible for promptly bringing
         to the attention of the General Counsel or the Chairman of the Audit
         Committee of the Company any credible information of which he or she
         becomes aware that indicates any deficiency in the Company's internal
         control over financial reporting within the meaning of Section 404 of
         the Sarbanes-Oxley Act and the SEC's implementing rules, and/or the
         Company's disclosure controls and procedures for preparing SEC reports
         or other public communication as mandated by Section 302 of the
         Sarbanes-Oxley Act and the SEC's implementing rules, even if a
         materially inaccurate or incomplete disclosure by or on behalf of the
         Company has not resulted or is not expected imminently to result from
         such deficiency.

         Each Covered Officer is reminded, moreover, that the Company is
         required by law to keep books and records that accurately and fairly
         reflect its business operations, its acquisition and disposition of
         assets and its incurrence of liabilities, as part of a system of
         internal accounting controls that will ensure the reliability and
         adequacy of these books and records and that will ensure that access to
         Company assets is granted only as permitted by Company policies.

3.       Compliance with the Code of Ethics; Violations of Law.
         -----------------------------------------------------

         Each Covered Officer will promptly bring to the attention of the
         General Counsel or the Chairman of the Audit Committee any credible
         information he or she may receive or become aware of indicating:

         o      that any violation by a Covered Officer of this Code of Ethics
                either has occurred, may be occurring, or is imminent;

         o      that any violation of the U.S. federal securities laws or any
                rule or regulation thereunder by a Covered Officer has occurred,
                may be occurring, or is imminent; or

         o      that any violation by a Covered Officer of any other law, rule
                or regulation applicable to the Company has occurred, is
                occurring or is imminent.


                                       4

<PAGE>

4.       Independent Auditors.
         --------------------

         Covered Officers are prohibited from directly or indirectly taking any
         action to fraudulently influence, coerce, manipulate or mislead the
         Company's independent public auditors for the purpose of rendering the
         financial statements of the Company misleading.

5.       Amendments to and Waivers of the Code of Ethics.
         -----------------------------------------------

         Where an amendment to or waiver of this Code of Ethics may be necessary
         or appropriate with respect to a Covered Officer, such person shall
         submit a request for approval to the Board, through the General
         Counsel. Only the Board, or a duly authorized committee of the Board,
         may grant waivers from compliance with this Code of Ethics or make
         amendments to this Code of Ethics. All waivers, including implicit
         waivers, and amendments will be publicly disclosed as required by
         applicable rules and regulations, and no waiver, implicit waiver or
         amendment of this Code of Ethics will become effective until such
         public disclosure is made. For this purpose, a "waiver" means the
         approval by the Board of a material departure from a provision of this
         Code of Ethics and an "implicit waiver" means the failure of the Board
         to take action within a reasonable period of time regarding a material
         departure from a provision of this Code of Ethics after any executive
         officer of the Company has become aware of such material departure.

         If the Board, or a duly authorized committee of the Board, decides to
         grant a waiver from this Code of Ethics, it will ensure that, if the
         circumstances warrant, the waiver is accompanied by appropriate
         controls designed to protect the Company from the risks of the
         transaction with respect to which the waiver is granted. The Disclosure
         Committee will be advised of the waiver for the purposes of ensuring
         prompt disclosure of the waiver and modification (if required) of the
         Company's disclosure controls or procedures in light of the waiver.

6.       Sanctions for Violations.
         ------------------------

         In the event of a violation of this Code of Ethics by a Covered
         Officer, the Board or the Audit Committee, as appropriate, will
         determine the appropriate actions to be taken after considering all
         relevant facts and circumstances. Such actions will be reasonably
         designed to:

         o      deter future violations of this Code of Ethics or other
                wrongdoing; and

         o      promote accountability for adherence to the policies of this
                Code of Ethics and other applicable policies.

         In determining the appropriate sanction in a particular case, the
         Board, the Audit Committee or the Company's management, as appropriate,
         may consider the following matters:

         o      the nature and severity of the violation;


                                       5

<PAGE>

         o      whether the violation was a single occurrence or repeated
                occurrences;

         o      whether the violation appears to have been intentional or
                inadvertent;

         o      whether the individual(s) involved had been advised prior to the
                violation as to the proper course of action; and

         o      whether or not the individual in question had committed other
                violations in the past.

         Covered Officers are reminded that violations of this Code of Ethics
         may also constitute violations of law that may result in civil or
         criminal penalties for the Covered Officers and/or the Company.





                                       6