Exhibit 11.1  
 Code of ethics
 
 General
Statement of Ethics and Business Principles
 
 Seadrill
Limited (the 'Company' or 'Seadrill') and all entities controlled by the Company
have a strong commitment to promoting honest ethical business conduct by all
Employees (as defined below) and compliance with the laws that govern the
conduct of our business worldwide. The Company believe that a commitment to
honesty, ethical conduct and integrity is paramount and builds trust with its
customers, suppliers, employees, shareholders and the communities in which it
operates.  To implement its commitment, the Company has developed a
code of conduct (the 'Code'). This Code has been designed to deter wrongdoing
and to promote honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships and avoidance of conflicts of interest. The Code establishes rules
and standards regarding behavior and performance and any violation of the rules
and standards embodied in the Code is not tolerated and will subject those
Employees responsible to disciplinary action.
  The Code
applies to all entities controlled by the Company and all employees, directors,
and officers (collectively, 'Employees'). The Company also seeks to ensure that
the Code applies to contractors, representatives and agents of the Company with
respect to their activities related to Company business.  All
Employees are required to read and understand the Code and certain Employees
will be required to provide a certification to that effect.
 
 Employees
individually are ultimately responsible for their compliance with the Code.
Every manager will also be responsible for administering the Code as it applies
to Employees and operations, within each manager's area of supervision. The Code
is supplemented by additional Company policies and procedures in the Company's
Management System, and Employees are required to be familiar with and conform to
policies and procedures relevant to their activities.
 
 Employees
who observe or become aware of a situation that they believe to be in violation
of the Code have an obligation to notify the Company.  The normal
procedure should normally be for the Employee to report the situation to his or
her manager.  If an Employee is not comfortable discussing the
situation with his or her manager, it may be reported to any other manager, to
the Company Compliance Officer or through the Company's Integrity Channel at
www.seadrill.com.
 
 Reports
of suspected violations of the Code will be investigated as the Company finds
appropriate, under the supervision of the Chief Financial Officer of the
Company.  All Employees are expected to cooperate in the investigation
of reported violations.
 
 To the
extent practical and appropriate under the circumstances to protect the privacy
of the persons involved, the Company will not disclose the identity of anyone
who reports a suspected violation of the Code or participates in an
investigation. The Company will not
retaliate, or allow retaliation in respect of any reports of suspected
violations of the Code made by an Employee in good faith.
 
 
 Procedures
regarding Waivers
 
 Because
of the importance of the matters involved in this Code, waivers will be granted
only in exceptional circumstances where the situation would support a waiver.
Waivers of the Code may only be made by the Board.
 
 Because
of the importance of the matters involved in this Code, waivers will be granted
only in exceptional circumstances where the situation would support a waiver.
Waivers of the Code may only be made by the Board.
  
 
 Code of
Conduct
 
 Compliance
with Laws, Rules and Regulations
 
 It is the
Company's policy to comply with all applicable laws, rules and regulations of
the countries and regulatory authorities that affect the Company's business. It
is the personal responsibility of each Employee to adhere to the standards and
restrictions imposed by those laws, rules and regulations.  Any
Employee questions with respect to whether a situation violates any applicable
law, rule, regulation or Company policy should be directed to that Employee's
manager.
 
 
 Conflict
of Interest and Corporate Opportunity
 
 Employees
must avoid any interest that conflicts or appears to conflict with the interests
of the Company or that could reasonably be determined to harm the Company's
reputation; and report any actual or potential conflict of interest (including
any material transaction or relationship that reasonably could be expected to
give rise to such conflict) immediately to the Employee's manager and adhere to
instructions concerning how to address such conflict of interest.  A
conflict of interest exists if actions by any Employee are, or could reasonably
appear to be, influenced directly or indirectly by personal considerations,
duties owed to persons or entities other than the Company, or by actual or
potential personal benefit or gain.
 
 Employees
owe a duty to advance the legitimate interests of the Company when the
opportunities to do so arise. Employees may not take for themselves personal
opportunities that are discovered through the use of corporate property,
information or position.
 
 
 Health,
Safety and Environmental protection
 
 The
Company will conduct its business in a manner designed to protect the health and
safety of its Employees, its customers, the public, and the
environment.  The Company's policy is to operate its business and its
drilling units in accordance with all applicable health, safety and
environmental laws and regulations so as to ensure the protection of the
environment and the Company's personnel and property.  All Employees
should conduct themselves in a manner that is consistent with this policy. Any
departure or suspected departure from this policy must be reported
promptly.
 
 Certain
procedures have been designated as RED procedures (defined as highly safety
critical procedures) by the Company based on operational risk. Employees should
direct special attention to adherence to RED procedures and any deviation from
such procedures may be considered a violation of the Code.
 
 
 Ethical
Conduct
 
 Employees
must endeavor to deal honestly, ethically and fairly with the Company's
customers, suppliers, competitors and employees.  No Employee should
take unfair advantage of anyone through manipulation, concealment, abuse of
privilege information, misrepresentation of material facts, or any other
unfair-dealing practice.  Honest conduct is considered to be conduct
that is free from fraud or deception.  Ethical conduct is not just
about complying with applicable laws and regulations, it is about meeting the
standards for honesty and integrity in this Code even where these standards may
go beyond the legal requirements.
  
 Special
Ethics Obligations for Employees with Financial Reporting
Responsibilities
 
 The Chief
Executive Officer, the Chief Financial Officer, the principal accounting
officers and those other employees designated by the Chief Financial Officer as
being involved in the preparation of the Company's financial statements
(collectively, the 'Financial Statement Reporting Employees') have a special
role both to adhere to the forgoing principles themselves and also promote a
culture throughout the Company of the importance of full, fair, timely, accurate
and understandable reporting of the Company's financial results and condition.
Because of this special role, the Financial Statement Reporting Employees are
bound by the following financial employee code of ethics, and by accepting the
Code, each such Financial Statement Reporting Employee agrees that she or he
will:
 
 
 
  ·
              Act
      with honesty and integrity, avoiding actual or apparent conflicts of
      interest in personal and professional
  relationships.
  ·
              Provide
      constituents with information that is accurate, complete, objective,
      relevant, timely and understandable within accepted materiality
      standards.
  ·
              Provide
      full, fair, accurate, timely and understandable disclosure on SEC reports
      and other public communications.
  ·
              Comply
      with rules and regulations of federal, state, provincial and local
      governments, and other appropriate private and public regulatory
      agencies.
  ·
              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.
  ·
              Respect
      the confidentiality of information acquired in the course of their work
      except when authorized or otherwise legally obligated to disclose.
      Confidential information acquired in the course of his or her work is not
      used for personal advantage.
  ·
              Promptly
      report all material internal violations of the Code to their supervisor,
      Chief Financial Officer, internal audit or the Audit Committee as
      appropriate.
  ·
              Acknowledge
      that any material violation of the Code may subject him or her to
      disciplinary action up to and including
  termination.
  The
Financial Employee Code of Ethics is deemed to be the 'code of ethics' required
under Section 406 of the Sarbanes-Oxley Act of 2002.
 
 
 Entertainment
and Gifts
 
 Decisions
by the Company and its agents relating to the procurement and provision of goods
and services should always be free from even a perception that favorable
treatment was sought, received or given as the result of furnishing or receiving
gift, favors, hospitality, entertainment or other similar
gratuity.  The giving or receiving of anything of value to induce such
decisions is prohibited. Employees should never solicit a gift or favor for
personal benefit from those with whom the Company do business. Providing or
receiving gifts or entertainment of nominal value motivated by commonly accepted
business courtesies is permissible, but not if such gifts or entertainment would
reasonably be expected to cause favoritism or a sense of
obligation.
 
 
 Payments
and Bribery
 
 No
bribes, kick-back arrangements or other similar payments and benefits, directly
or indirectly, shall be paid to employees of suppliers or
customers.  These requirements include any payments on behalf of the
Company to government officials of any government at any level, employees or
other representatives of government owned businesses, and political candidates
or parties.
 
 The
Company will seek to identify and eliminate all facilitation
payments.  This also applies to any payments made by representatives
or agents of the Company in connection with Company business.
 
 All
payments must comply with the Company's financial procedures for the approval
and recording of payments, and must be submitted to the appropriate level of
management for review in accordance with the Company's financial control
procedures.
 
 
 Company
Policy against Discrimination and Harassment
 
 The
Company strives for a workplace in which diversity is valued, in which every
Employee has the opportunity to develop skills and talents consistent with the
company's core values. The Company prohibits discrimination against any Employee
or prospective Employee on the basis of age, gender, race, nationality, religion
or ethnic background, or any other basis prohibited by the laws that govern its
operations.
 
 Harassment
in any form by or towards employees, suppliers, partners or customers is not
tolerated in Seadrill. Under this policy harassment is regarded as any form of
inappropriate conduct that has an effect of creating an intimidating, hostile or
offensive work environment or that may be reasonably perceived to affect an
individual's employment opportunity or opportunities for training or promotion.
In Seadrill everyone shall treat each other with respect and
dignity.
 
 
 
 Company
Policy for Prevention of Alcohol and Drug Abuse
 
 Company
policy prohibits the illegal use, sale, purchase, manufacture, distribution,
possession or consumption of drugs, other than medically prescribed drugs.
Company policy also prohibits the use, sale, purchase, distribution or
possession of alcoholic beverages by Employees while on Company
premises.  As a limited exception, at Company onshore premises (but
not offshore) the moderate use of alcohol during activities taking place under
Company auspices may be authorized by the senior Company
manager.  This policy requires that the Company must abide by
applicable laws and regulations relative to the use of alcohol or other
controlled substances.  The Company, in its discretion, reserves the
right to randomly test Employees for the use of alcohol or other controlled
substances unless prohibited by prevailing local law.
 
 
 External
Communication
 
 Only
certain designated Employees may discuss the Company with the news media,
securities analysts and investors. All inquiries from regulatory authorities or
government representatives should be referred to the responsible manager for the
relevant Company business unit.  General inquiries about the Company
or its employees should be referred to Corporate Communication. Inquiries from
financial analysts or investors should be referred to Corporate Investor
Relations.
 
 
 Confidentiality
and Privacy
 
 Company
communication principles generally require that all information be available to
all employees unless it has been declared confidential. However, it is important
that each Employee protect the confidentiality of Company information. Employees
may have access to proprietary and confidential information concerning the
Company's business, clients and suppliers.  Confidential information
includes such items as non-public information concerning the Company's business,
financial results and prospects and potential corporate transactions. Employees
may also become aware of confidential information of our customers, including
non-public information about our customers' oil and gas
fields.  Employees are required to keep such information confidential
during employment as well as thereafter, and not to use, disclose, or
communicate that confidential information other than as may be appropriate in
the course of employment.
 
 To ensure
the confidentiality and privacy of any personal information collected and to
comply with applicable laws, any Employee in possession of non-public, personal
information about Employees or any other individual, must maintain the highest
degree of confidentiality and must not disclose any personal information unless
authorization is obtained. All Employees shall adhere to all applicable laws on
the use of personal information.  Personal information shall only be
collected for lawful purposes.  International transfers of personal
information shall only be made in compliance with laws applicable to such
transfers.
 
 
 Proper
Use of Company Assets
 
 The
Company's assets are only to be used for legitimate business purposes and only
by authorized Employees or their designees. This applies to tangible assets and
intangible assets (such as trade secrets and confidential information).
Employees have a responsibility to protect the Company's assets from theft and
loss and to ensure their efficient use.  Theft, carelessness and waste
have a direct impact on the Company's profitability. If an Employee becomes
aware of theft, waste or misuse of the Company's assets, the Employee should
report this to his or her manager.
 
 
 Electronic
Communication
 
 Electronic
communications include all aspects of voice, video, and data communications,
such as voicemail, e-mail, fax, and Internet.  Employees should use
electronic communications equipment, software, systems or other facilities
('Systems') for Company business purposes only and may not use the Company's
Systems for any other purpose except for reasonable incidental personal
use.  Among other things, the Employee should not participate in any
public online forum where the business of the Company or its customers or
suppliers is discussed as this may give rise to a violation of the Company's
confidentiality policy or subject the Company to legal action for
defamation.  All records produced involving the use of the Company's
Systems is Company property. The Company reserves the right to inspect all
electronic communications and records involving the use of the Company Systems
within the confines of applicable local law and Employees should not have an
expectation of privacy when using Company Systems.
 
 
 
 Securities
Trading
 
 Because
Seadrill is a public company, it is subject to a number of laws concerning the
purchase of shares and other publicly traded securities. Company policy
prohibits Employees and their family members from trading securities while in
possession of material, non-public information relating to the Company or any
other company, including a customer or supplier that has a significant
relationship with the Company.
 
 Information
is 'material' when there is a substantial likelihood that a reasonable investor
would consider the information important in deciding whether to buy, hold or
sell securities.  In short, any information that could reasonably be
expected to affect the price of securities is material. Information is
considered to be 'public' only when it has been released to the public through
appropriate channels and enough time has elapsed to permit the investment market
to absorb and evaluate the information.  If an Employee has any doubt
as to whether he/she possess material non-public information, he/she should
contact their manager, an officer of the Company or the Company's representative
in charge of insider trading matters and the advice of legal counsel may be
sought.
 
 Members
of the Board, officers and senior managers ('Primary Insiders') are subject to
various reporting and insider trading requirements. Primary Insiders are
required to obtain clearance in advance of any contemplated securities
transactions from the Company's representative in charge of insider trading
matters or the Board and are also required to comply with all reporting
requirements.
 
 At any
time, the Board of Directors has authority to designate a 'blackout period' over
all trading in the Company's securities. A blackout period compels all trading
in the securities affected to cease immediately for the period designated by the
Board of Directors. A blackout period may be exercised over securities of
companies with which the Company does or may do business or in which the Company
invests or may invest.  No one may disclose to any outside third party
that a blackout period has been designated.
 
 Failure
to comply with applicable securities trading laws and company policies may
subject Employees or Employees' family members to criminal or civil penalties,
as well as to disciplinary action by the Company up to and including
termination.  Responsibility for complying with applicable laws as
well as the Company's policy rests with Employees individually.
 
 
 Integrity
of Corporate Records
 
 All
business records, expense accounts, vouchers, bills, payrolls, service records,
reports to government agencies and other reports must accurately reflect the
facts.  Without limiting the foregoing, all reports and documents
filed with the U.S. Securities and Exchange Commission and the Oslo Stock
Exchange, as well as other public communications, should be full, fair,
accurate, timely and understandable.
 
 The books
and records of the Company must be prepared with care and honesty and must
accurately reflect our transactions. All corporate funds and assets must be
recorded in accordance with Company procedures. No undisclosed or unrecorded
funds or assets shall be established for any purpose.
 
 The
Company's accounting personnel must provide the independent public accountants
and the Board with all information they request. Employees must neither take,
nor direct or permit others to take, any action to fraudulently influence,
coerce, manipulate or mislead independent public accountants engaged in the
audit or review of the Company's financial statements, or fail to correct any
materially false or misleading financial statements or records, for the purpose
of rendering those financial statements materially misleading.
 
 
 
 Compliance
with Anti-Trust Laws
 
 The
Company's business may be subject to, European Union, United States and other
foreign government anti-trust and similar laws regulating competitive behavior.
These laws are intended to ensure that markets for goods and services operate
effectively and free from undue restraints on competition.  Certain
agreements among competitors are prohibited such as agreements to fix pricing,
allocate products, customers or territories, or limit production or sale of any
products or services.  Employees should attempt to avoid even the
appearance of actions which may violate laws regulating
competition.
 
 All
Employees must comply with such laws and the Employee should confer with his/her
manager whenever he/she has a question with respect to the possible
anti-competitive effect of particular transactions.
  
 Compliance
with Customs and Trade Controls
 
 The
Company shall comply with all applicable laws regulating the import and export
of goods and services in each country where the Company does
business.  If an Employee has any doubt about the propriety of any
shipment or other transaction under customs or other trade regulations, the
Employee should contact his/her manager in charge, and the advice of legal
counsel may be sought.