Exhibit
1.1  CHAPTER I -
FORM,NAME,  REGISTERED
OFFICE,
OBJECT, DURATION.  Article
1. Form, Name.  There is hereby established among the subscribers and
all those who may become owners of the shares hereafter created a Company in
the form of a société anonyme which will be governed by the laws of the Grand
Duchy of Luxembourg (Luxembourg) and by the present Articles as may be
amended from time to time.  The Company will exist under the name of MILLICOM
INTERNATIONAL CELLULAR S.A..  Article
2. Registered Office.  The
Company will continue to have its registered office in Bertrange (Luxembourg)
until it officially changes it to Leudelange.  The registered office may be transferred to any other
place within Luxembourg by a resolution of the board of directors.  In
the event the board of directors determine that extraordinary political,
economic or social developments have occurred or are imminent that would
interfere with the normal activities of the Company at its registered office or
with the ease of communications with such office or between such office and
persons abroad, the registered office may be temporarily transferred abroad
until the complete cessation of these abnormal circumstances. Such temporary
measures will have no effect on the nationality of the Company, which,
notwithstanding the temporary transfer of the registered office, will remain a
Luxembourg Company. Such temporary measures will be taken and notified to any
interested parties by one of the bodies or persons entrusted with the daily management
of the Company.  Article
3. Purposes.  The purposes for which the Company is formed are to
engage in all transactions pertaining directly or indirectly to the acquisition
of participating interests in any business enterprise, including but not limited
to, the administration, management, control and development of any such
enterprise, and to engage in all other transactions in which a company created
under the laws of Luxembourg may engage.  Article
4. Duration.  The
Company is formed for an unlimited duration.  CHAPTER
II.- CAPITAL, SHARES.  Article 5.Corporate Capital. (2§,
8.10.1999; 2§, 19.12.2002; 1§, 2§, 17.02.2003; 27.05.2003, 2§, 17.10.2003, 2§
16.12.2003, 2§, 30.04.2004, 2§, 28.07.2004, 2§, 16.12.2004; 2§, 14.04.2005; 2§,
16.02.2006)  The Company has an authorised capital of one hundred
ninety-ninemillion nine hundred ninety-nine thousand eight hundred
United States Dollars (USD 199,999,800.-) divided into one hundred thirty-three
million three hundred thirty three thousand two hundred (133,333,200) shares
with a par value of one point fifty United States Dollars (USD 1.50).  The Company has an issued capital one hundred
forty-nine million eight hundred thirty-nine thousand seven hundred
seventy-nine United States Dollars (USD 149,839,779.-) represented by
ninety-nine million eight hundred ninety-three thousand one hundred eighty six
(99,893,186) shares of the


Company, having a par
value of one point fifty United States Dollars (USD 1.50) each fully paid-in.  The capital of the Company may be increased or reduced
by a resolution of the shareholders adopted in the manner required by the laws
of Luxembourg for amendment of these Articles of Incorporation.  The
board of directors is authorized and empowered to:                realize any increase of the corporate
capital within the limits of the authorized capital in one or several
successive tranches, by the issuing of new shares, against payment in cash or
in kind, by conversion of claims or in any other manner;                determine
the place and date of the issue or the successive issues, the issue price, the
terms and conditions of the subscription of and paying up on the new shares;
and                remove
or limit the preferential subscription right of the shareholders in case of
issue of shares against payment in cash.  This
authorization is valid for a period of 5 (five) years from the date of
publication of the present deed and it may be renewed by a general meeting of
shareholders for those shares of the authorized corporate capital which up to
then will not have been issued by the board of directors.  Following each increase of the corporate capital
realized and duly stated in the form provided for by law, the second paragraph
of this article 5 will be modified so as to reflect the actual increase; such
modification will be recorded in authentic form by the board of directors or by
any person duly authorized and empowered by it for this purpose.  Article
6. Shares.  The
shares will be in the form of registered shares.  Every holder of shares shall be entitled, without
payment, to receive one registered certificate for all such shares or to
receive several certificates for one or more of such shares upon payment for
every certificate after the first of such reasonable out-of-pocket expenses as
the board of directors may from time to time determine. A registered holder who
has transferred part of the shares comprised in his registered holding shall be
entitled to a certificate for the balance without charge.  Share certificates shall be signed by two directors.
But such signatures may be either manual, or printed, or by facsimile. The
Company may issue temporary share certificates in such form as the board of
directors may from time to time determine.  Shares of the Company shall be registered in the
register of shareholders which shall be kept by the Company or by one or more
persons designated therefore by the Company; such register shall contain the
name of each holder, his residence or elected domicile and the number of shares
held by him. Every transfer and devolution of a share shall be entered in the
register of shareholders.  Subject to the provisions of Article 7, the shares
shall be freely transferable.  Transfer of shares shall be effected by delivering the
certificate or certificates representing the same to the Company along with an
instrument of transfer satisfactory to the Company or by written declaration of
transfer inscribed in the register of shareholders, dated and signed by the
transferor, or by persons holding suitable powers of attorney to act therefore.  Every shareholder must provide the Company with an
address to which all notices and announcements from the Company may be sent.
Such address will also be entered in the register of


shareholders.  In the event that such shareholder does not provide
such an address, the Company may permit a notice to this effect to be entered
in the register of shareholders and the shareholders address will be deemed to
be at the registered office of the Company, or such other address as may be so
entered by the Company from time to time, until another address shall be
provided to the Company by such shareholder. The shareholder may, at any time,
change his address as entered in the register of shareholders by means of a
written notification to the Company at its registered office, or at such other
address as may be set by the Company from time to time and notice thereof given
to the shareholders.  The Company will recognize only one holder of a share
of the Company. In the event of joint ownership, the Company may suspend the
exercise of any right deriving from the relevant share until one person shall
have been designated to represent the joint owners vis-a-vis the Company.  If any shareholder can prove to the satisfaction of
the Company that his share certificate has been mislaid, lost, stolen or
destroyed, then, at his request, a duplicate certificate may be issued under
such conditions as the Company may determine subject to applicable provisions
of law.  Mutilated share certificates may be exchanged for new
ones on the request of any shareholder. The mutilated certificates shall be
delivered to the Company and shall be annulled immediately.  The Company may repurchase its own shares. A
shareholder wishing to have all or part of his shares repurchased shall notify the
Board of Directors in writing (the Repurchase Request) specifying the number
of shares that he wishes to have repurchased. The Board shall at its own
discretion decide if the Company shall repurchase the shares offered for
repurchase within thirty (30) days from receipt of the Repurchase Request
notifying the requesting shareholder of its decision and, if applicable, the
price which the Board of Directors determines to be the fair market value as
of the last day of the calendar quarter immediately preceding the date of the
Repurchase Request. The Board of Directors may at its discretion decide to have
the fair market value determined by an appraisal carried out by an
internationally recognized investment bank.  The
requesting shareholder shall within fifteen (15) days from reception of the
Companys response to the Repurchase Request notify the Board of Directors if
the shareholder wishes to proceed with the repurchase at the price determined
by the Board of Directors. If the shareholder wishes to proceed with the
repurchase the shareholder must, together with a written notice to this effect,
deliver to the Company at its registered office any share certificate, if
issued, evidencing ownership of the shares to be repurchased, duly endorsed for
transfer to the Company.  The repurchase shall be deemed to have been effected
on the date on which the Company shall have received the notice and
certificate(s), if applicable, (the Repurchase Date). All shares repurchased
by the Company shall no longer be deemed to be outstanding and any rights with
respect to such shares, other than the right to receive the repurchase price
thereon, shall cease to exist. The Company shall pay to the shareholder the
repurchase price for the shares offered for repurchase within thirty (30) days
after the Repurchase Date.  For
the purpose of this Article, the repurchase price shall be the price determined
by the board of directors as a fair market value. The fair market value of
the shares tendered for repurchase may at the discretion of the board of
directors be determined by an independent appraisal as of the last day of the
calendar quarter of the Company immediately preceding the Repurchase Date,
which appraisal shall be carried out by an internationally recognized investment
bank mutually agreed by the board of directors and the shareholder. The
determination of the investment bank shall be final and binding on both
parties, provided, however, that the shareholder may, in his sole discretion,
cancel the exercise of the repurchase if the repurchase price so determined is
unacceptable to the shareholder for any reason.


CHAPTER III.- BOARD OF DIRECTORS, STATUTORY AUDITORS.  Article 7. Board
of Directors.  The Company will
be administered by a board of directors composed of at least 6 (six) members.
Members of the board of directors need not be shareholders of the Company.  The directors will
be elected by the shareholders meeting, which will determine their number, for
a period not exceeding 6 (six) years, and they will hold office until their
successors are elected. They are re-eligible, but they may be removed at any
time, with or without cause, by a resolution of the shareholders meeting.  In the event of a
vacancy on the board of directors, the remaining directors may meet and may
elect by majority vote a director to fill such vacancy until the next meeting
of shareholders.  Article 8.
Meetings of the Board of Directors.  The board of
directors will choose from among its members a chairman. It may also choose a
secretary, who need not be a director, who will be responsible for keeping the
minutes of the meetings of the board of directors and of the shareholders.  The board of
directors will meet upon call by the chairman. A meeting of the board must be
convened if any two directors so require.  The chairman will
preside at all meetings of shareholders and of the board of directors, but in
his absence the general meeting or the board will appoint another person as
chairman pro tempore by vote of the majority present at such meeting.  Except in cases of
urgency or with the prior consent of all those entitled to attend, at least 3
(three) days written notice of board meetings shall be given. Any such notice
shall specify the time and place of the meeting and the nature of the business
to be transacted.  The notice may be
waived by the consent in writing or by telefax, cable, telegram or telex of
each director. No separate notice is required for meetings held at times and
places specified in a schedule previously adopted by resolution of the board of
directors.  Every board
meeting shall be held in Luxembourg or at such other place as the board may
from time to time determine.  Any director may
act at any meeting of the board of directors by appointing in writing or by
telefax, cable, telegram or telex another director as his proxy.  A quorum of the
board shall be the presence of 4 (four) of the directors holding office.  Decisions will be
taken by the affirmative votes of a simple majority of the directors present or
represented.  In case of
urgency, a written decision, signed by all the directors, is proper and valid
as though it had been adopted at a meeting of the board of directors which was
duly convened and held. Such a decision can be documented in a single document
or in several separate documents having the same content.


One or more
members of the board may participate in a meeting by means of a conference
telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at the meeting.  Article 9. Minutes
of meetings of the Board of Directors.  The minutes of any
meeting of the board of directors will be signed by the chairman of the meeting.
Any proxies will remain attached thereto.  Copies or extracts
of such minutes which may be produced in judicial proceedings or otherwise will
be signed by the chairman or by any two members of the board of directors.  Article 10. Powers
of the Board of Directors.  The board of
directors is vested with the broadest powers to perform all acts necessary or
useful for accomplishing the corporate object of the Company. All powers not
expressly reserved by law or by the present articles to the general meeting of
shareholders are in the competence of the board of directors.  Article 11.
Delegation of Powers.  The board of
directors may delegate the daily management of the Company and the
representation of the Company within such daily management to one or more directors,
officers, executives, employees or other persons who may but need not be
shareholders, or delegate special powers or proxies, or entrust determined
permanent or temporary functions to persons or agents chosen by it.  Delegation of
daily management to a member of the board is subject to previous authorization
by the general meeting of shareholders.  Article 12.
Directors Remuneration.  Each of the
directors will be entitled to fees for acting as such at such rate as may from
time to time be determined by resolution of the general meeting of
shareholders. Any director to whom is delegated daily management or who
otherwise holds executive office will also be entitled to receive such
remuneration (whether by way of salary, participation in profits or otherwise
and including pension salary and including pension contributions) as the board
of directors may from time to time decide.  Article 13.
Conflict of Interests.(3§, 14.09.2004)  No contract or
other transaction between the Company and any other company or firm shall be
affected or invalidated by the fact that any one or more of the directors or
officers of the Company have a personal interest in, or is a director,
associate, officer or employee of such other company or firm. Subject to the
following provisions of this Article, any director or officer of the Company
who serves as a director, associate, officer or employee of any company or firm
with which the Company shall contract or otherwise engage in business shall
not, by reason of such affiliation with such other company or firm, be
prevented from considering and voting or acting upon any matters with respect
to such contract or other business.  In the event that
any director or officer of the Company may have any personal interest in any
transaction of the Company, he shall make known to the board such personal
interest and shall not consider or vote on any such transaction, and such
transaction and such directors or officers interest therein shall be reported
to the next general meeting of shareholders.  The Company shall
indemnify any director or officer and his/her heirs, executors and
administrators for any damages, compensations and costs to be paid by him/her
and any expenses reasonably incurred by him/her as a consequence of, or in
connection with any action, suit or proceeding to which he/she may be a party
by reason of him/her being or having been a director or officer of the


Company, or, at the
request of the Company, of any other company of which the Company is a
shareholder or creditor, except in relation to matters as to which he/she shall
be finally judged in such action, suit or proceeding to be liable for gross
negligence or willful misconduct; in the event of a settlement, indemnification
shall be provided only in connection with such matters covered by the
settlement as to which the Company is advised by its legal counsel that the
person to be indemnified did not commit such breach of duty. The foregoing
right of indemnification shall not exclude other rights to which he/she may be
entitled  Article 14.
Representation of the Company.  The Company will
be bound towards third parties by the joint signatures of any two directors or
by the individual signature of the person to whom the daily management of the
Company has been delegated, within such daily management, or by the joint
signatures or single signature of any persons to whom such signatory power has
been delegated by the board, but only within the limits of such power.  Article 15.
Auditors.  The supervision of
the operations of the Company is entrusted to one or more auditors who need not
be shareholders.  The auditors will
be elected by the shareholders meeting by a simple majority of the votes
present or represented at such meeting, which will determine their number, for a
period not exceeding (6) six years. They will hold office until their
successors are elected. They are re-eligible, but they may be removed at any
time, with or without cause, by a resolution adopted by a simple majority of
the shareholders present or represented at a meeting of shareholders.  CHAPTER IV.- MEETINGS OF SHAREHOLDERS.  Article 16. Powers
of the meeting of shareholders.  Any regularly
constituted meeting of shareholders of the Company represents the entire body
of shareholders. It has the powers conferred upon it by law.  Article 17.  The board of
directors will determine in the convening notice the formalities to be observed
by each shareholder for admission to a general meeting of the shareholders.  Article 18. Annual
General Meeting.  The annual general
meeting will be held in the Grand-Duchy of Luxembourg, at the registered office
of the Company or at such other place as may be specified in the notice
convening the meeting on the last Tuesday of May of each year, at 4.00 p.m.,
and for the first time in 1993. If such day is a public holiday, the meeting
will be held on the next following business day.  Article 19. Other
General Meetings.  The board of
directors may convene other general meetings. Such meetings must be convened if
shareholders representing at least 1/5 (one fifth) of the Companys capital so
require.


Shareholders
meetings, including the annual general meeting, may be held abroad if, in the
judgment of the board of directors, which is final, circumstances of force
majeure so require.  Article 20.
Procedure, Vote.  Shareholders will
meet upon call by the board of directors or the auditor or the auditors made in
the forms provided for by law. The notice will contain the agenda of the
meeting.  If all the
shareholders are present or represented at a shareholders  meeting and if they state
that they have been informed of the agenda of the meeting, the meeting may be
held without prior notice.  A shareholder may
act at any meeting of the shareholders by appointing as his proxy by instrument
in writing or by telefax, cable, telegram or telex another person who need not
be a shareholder.  The board of
directors may determine all other conditions that must be fulfilled in order to
take part in a shareholders meeting.  The shareholders
of the Company shall be entitled at each meeting of the shareholders to one
vote for every share.  Except as
otherwise required by law, a simple majority of the votes present or
represented at a general meeting is needed to adopt a resolution.  Except as
otherwise required by these statutes or by law, a majority of three quarters
(3/4) of the votes present or represented at a meeting of the shareholders
shall be necessary to authorize any corporate action to be taken by vote of the
shareholders, PROVIDED, however, that in addition a quorum of presence of
two-thirds (2/3) of the holder of the issued shares of the Company shall be
required to approve the following proposed actions: (i) to amend these articles
concerning the purpose and form of the Company, (ii) to liquidate or dissolve
the Company, (iii) to merge or consolidate the Company with any other entity or
(iv) to sell shares in an initial Public Offering. Unless required by these
statutes or determined by the chairman of the meeting to be advisable, the vote
any question other than the election of directors need not be by ballot,
provided that each shareholder is entitled to request a vote by secret ballot.
On a vote by ballot, each ballot shall be signed by the shareholder voting, or
by proxy, if there be such proxy, and shall state the number of shares held.  Public Offering
means the sale to the public of the Companys voting stock, if, immediately
following such sale, such voting stock is quoted on a recognized securities
exchange or traded over-the-counter, and the shares sold to the public have a
market value (based on the closing price on the date of commencement of such
trading) in excess of U.S.$ 5,000,000.- (five million United States Dollars).  Copies or extracts
of the minutes of the meeting to be produced in judicial proceedings or
otherwise will be signed by the chairman or by any two members of the board of
directors.  CHAPTER V. FINANCIAL YEAR,
DISTRIBUTION OF PROFITS.  Article 21.
Financial Year.  The Companys
financial year begins on the first day of January and ends on the last day of
December in every year, except that the first financial year will begin on the
date of formation of the Company and will end on the last day of December 1992.  The board of
directors shall prepare annual accounts in accordance with the requirements of
Luxembourg law and accounting practice.


Article 22.
Appropriation of Profits.  From the annual
net profits of the Company, five per cent (5%) shall be allocated to the
reserve required by law. That allocation will cease to be required as soon and
for as long as such reserve amounts to ten per cent (10%) of the aggregate par
value of the issued capital of the Company.  Upon
recommendation of the board of directors, the general meeting of shareholders
determines how the remainder of the annual net profits will be disposed of. It
may decide to allocate the whole or part of the remainder to a reserve or to a
provision reserve, to carry it forward to the next following financial year or
to distribute it to the shareholders as dividend.  Subject to the
conditions fixed by law, the board of directors may pay out an advance payment
on dividends. The board fixes the amount and the date of payment of any such
advance payment.  Dividends may also
be paid out of unappropriated net profit brought forward from prior years.
Dividends shall be paid in United States Dollars or by free allotment of shares
of the Company or otherwise in specie as the directors may determine, and may
be paid at such times as may be determined by the board of directors. Payment
of dividends shall be made to holders of shares at their addresses in the
register of shareholders. No interest shall be due against the Company on
dividends declared but unclaimed.  Shareholders are
entitled to share in the profits of the Company pro rata to the paid up par
value of their shareholding.  CHAPTER VI.- DISSOLUTION, LIQUIDATION.  Article 23.
Dissolution, Liquidation.  The Company may be
dissolved by a decision taken in a meeting of shareholders resolving at the
same conditions as to quorum of presence and majority as those imposed by
Article 20.  Should the Company
be dissolved, the liquidation will be carried out by one or more liquidators
appointed by the general meeting of shareholders, which will determine their
powers and their compensation.  The shares carry a
right to a repayment (from the assets available for distribution to
shareholders) of the nominal capital paid up in respect of such shares and the
right to share in surplus assets on a winding up of the Company pro rata to the
par value paid up on such shares.