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Exhibit 1.1
[English Translation] Articles of Incorporation dated March 26, 2004 of HANARO TELECOM INCORPORATED -i-




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Articles of Incorporation of HANARO TELECOM INCORPORATED Table of Contents Chapter I. General Provisions Article 1.
    
    Corporate NameArticle 2.
    
    ObjectivesArticle 3.
    
    Head Office and Branch OfficesArticle 4.
    
    Public NoticeChapter II. SharesArticle 5.
    
    Number of Authorized SharesArticle 6.
    
    Par ValueArticle 7.
    
    Number of Initial SharesArticle 8.
    
    Shares and Denominations of Share CertificatesArticle 9.
    
    Preemptive RightsArticle 9-2.
    
    Stock Purchase Option RightsArticle 10.
    
    Limitation on ShareholdingsArticle 11.
    
    Transfer AgentArticle 12.
    
    Report of Names, Addresses and Seal Impressions of Shareholders, Etc.Article 13.
    
    Closure of Shareholders Register and Setting of Record DateChapter III. Corporate BondsArticle 14.
    
    Issuance of Convertible BondsArticle 15.
    
    Issuance of Bonds with WarrantsArticle 16.
    
    Application of Certain Articles for the Issuance of BondsChapter IV. General Meetings of ShareholdersArticle 17.
    
    Types and Time for Convening Shareholders MeetingsArticle 18.
    
    Call for Shareholders MeetingsArticle 19.
    
    Notice for Convening Shareholders Meetings and Public Notice ThereofArticle 20.
    
    Venue of General MeetingsArticle 21.
    
    Chairman
 -ii-




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Article 22.
    
    Chairmans Power to Maintain OrderArticle 23.
    
    Voting RightsArticle 24.
    
    Split VotingArticle 25.
    
    Voting by ProxyArticle 26.
    
    Matters Requiring Resolutions of Shareholders MeetingsArticle 26-2.
    
    <Deleted on October 21, 2003>Article 27.
    
    Method of ResolutionArticle 27-2.
    
    Cumulative VotingArticle 28.
    
    Minutes of the General MeetingChapter V. Directors, Board of Directors and AuditorsArticle 29.
    
    DirectorsArticle 30.
    
    Vacancy in DirectorshipArticle 31.
    
    Responsibilities of DirectorsArticle 32.
    
    Board of DirectorsArticle 33.
    
    Convening of Board MeetingsArticle 34.
    
    Resolutions of the Board of DirectorsArticle 35.
    
    Matters for which Board Resolutions are RequiredArticle 35-2.
    
    Sub-Committees of the Board of DirectorsArticle 36.
    
    MinutesArticle 37-2.
    
    Audit CommitteeArticle 37-3.
    
    Outside Director Candidate Nominating CommitteeArticle 38.
    
    Responsibilities of the Statutory AuditorArticle 39.
    
    Audit ReportArticle 40.
    
    Remuneration and Severance PayChapter VI. Business PlansArticle 41.
    
    <Deleted on October 21 , 2003>Article 42.
    
    <Deleted on October 21 , 2003>Chapter VII. AccountingArticle 43.
    
    Fiscal YearArticle 44.
    
    Financial Statements and Business Reports, Etc.Article 45.
    
    Appropriation of Earned SurplusArticle 46.
    
    Dividends to ShareholdersChapter VIII. Supplementary ProvisionsArticle 47.
    
    RegulationsArticle 48.
    
    Notices
 -iii-




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Chapter IX. Incorporation of CompanyArticle 49.
    
    Preincorporation ExpensesArticle 50.
    
    Names and Addresses of PromotersArticle 51.
    
    Representative of Company Prior to Incorporation
 Addenda -iv-




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Articles of Incorporation
of HANARO TELECOM INCORPORATED Enacted on Aug. 30, 1997;
First Amendment on Sept. 23, 1997;
Second Amendment on March 30, 1998;
Third Amendment on August 28, 1998; and
Fourth Amendment on February 26, 1999.
Fifth Amendment on October 1, 1999
Sixth Amendment on March 17, 2000
Seventh Amendment on March 23, 2001
Eighth Amendment on March 29, 2002
Ninth Amendment on October 21, 2003
Tenth Amendment on March 26, 2004 Chapter I. General Provisions Article 1. Corporate name  The corporate name of the Company shall be Hanaro Tongshin Chushik
Hoesa in Korean, and HANARO TELECOM INCORPORATED in English. <as
amended on Aug. 28, 1998> Article 2. Objectives  (1)
    
    The objectives of the Company shall be; to play a leading role in the
nations efforts to accomplish a society of multimedia super-highway
telecommunication industry by efficient performance of telecommunication
business; and to establish and operate the nations second basic
communication service network, as a preparation against any national
disaster or calamity, by diversified communication channels and automatic
recovery system to be established; and so to enhance the improvement of
the end-users convenience and public welfare. <as amended on Mar. 26,
2004>(2)
    
    In order to accomplish such objectives as set forth in the foregoing
Paragraph (1), the Company shall;  1.
    
    Provide broadband internet access services; <Inserted
on Mar. 26, 2004>2.
    
    Provide local telephony, long distance telephony and
international telephony services; <as amended on Mar. 26,
2004>3.
    
    Lease telecommunications lines and facilities related
thereto;4.
    
    Establish, own and operate telecommunication networks; -1-




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5.
    
    Manufacture, sell and supply equipment and/or machines
incidental or conducive to telecommunication business;6.
    
    Research and develop technologies related to
telecommunications;7.
    
    Initiate the future communication industries, new media
business and the related there under; <as amended on Mar. 26,
2004>8.
    
    Undertake any overseas activities, for any of the
objectives set forth in the foregoing items;9.
    
    Lease real estates, and facilities thereof; <as
amended on March 30, 1998, Mar. 26, 2004>;10.
    
    <Deleted on March 30, 1998>11.
    
    Perform any activities/or business mandated by laws and
regulations applicable to telecommunication activities; and12.
    
    Conduct any and all activities directly or indirectly
related to or incidental to any of the foregoing objectives.  (3)
    
    The Company shall conduct any activities required by laws and
regulations, in addition to those set forth in the foregoing Paragraph (2)
of this Article. Article 3. Head Office and Branch Offices  (1)
    
    The head office of Company shall be located in Seoul, Korea(2)
    
    The Company may establish branches and/or offices at any place it deems
necessary to do so. Article 4. Public Notices  Public notices of the Company shall be made by publishing them in The
Korean Daily (or its successor in case of merger or change of name), a
daily newspaper published in Seoul, Korea. <Amended as of October 1,
1999.> Chapter II. Shares Article 5. Number of Authorized Shares  The total number of shares to be issued by the Company shall be seven
hundred million (700,000,000) shares. <as amended on October 21,
2003.> Article 6. Par Value  The par value of each share issued by the Company shall be Five Thousand
(5,000) Won. -2-




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Article 7. Number of Initial Shares  The total number of shares to be issued by the Company upon its
incorporation are One Hundred Twenty Million Eighty-two Thousand Two
Hundred (120,082,200) shares. <As amended on Sept. 23, 1997> Article 8. Class of Shares and Denomination of Share Certificates  The shares issued by the Company shall be registered common shares,
which shall be represented by share certificates in eight (8)
denominations: One (1), Five (5), Ten (10), Fifty (50), One Hundred
(100), Five Hundred (500), One Thousand (1,000) and Ten Thousand
(10,000) share(s). <Amended as of March 23, 2001> Article 9. Preemptive Rights  (1)
    
    Each shareholder of the Company shall have a preemptive right to
subscribe for any new shares to be issued by the Company in proportion to
its shareholding ratio.(2)
    
    If any shareholder waives or forfeits its preemptive rights, or if any
fractional number of shares (odd shares) is created in the course of
allotting of such new shares, then such shares waived or forfeited or the
odd shares shall be disposed in accordance with by resolution of the Board
of Directors of Company.
<As amended on August 28, 1999>(3)
    
    Notwithstanding the provisions of the foregoing Paragraph (1), the
Company may, by resolution of the Board of Directors, allocate such new
 shares to any persons, including persons other than existing shareholders
<As amended on August 28, 1998>;  1.
    
    If new shares are subscribed by the public pursuant to
the Securities and Exchange Act;2.
    
    If new shares are offered to the public in the form of an
increase of paid-in capital by means of a general public offer
pursuant to a resolution of the Board of Directors, in accordance
with the Securities and Exchange Act;3.
    
    If new shares are allotted to members of employee
shareholders association in accordance with the relevant
provisions of the Securities and Exchange Act; <As amended on
April 28, 1998>4.
    
    If new shares are issued in the form of depositary
receipts (DR) in accordance with the Securities and Exchange Act;5.
    
    <Deleted March 30, 1998>;6.
    
    If new shares are issued to any person exercising stock
option rights conferred pursuant to Article 189-4 of the
Securities and Exchange Act <Inserted on February 26,
1999.>;7.
    
    If new shares are issued to a foreign telecommunications
company or a foreign financial/investment institution that has
completed the
foreign investment procedures for the purpose of strategic
alliance in relation to the business. <Inserted on October
1, 1999.> -3-




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8.
    
    If new shares are issued to domestic strategic or
financial investors or the employees or officers of the Company up
to an amount not exceeding 10% of the then current total issued
and outstanding shares of the Company for the purpose of realizing
the Companys business objectives, including, but not limited to,
improving its financial structure and entering into new business
areas. <Inserted on Mar. 26, 2004>  (4)
    
    <Deleted on October 21, 2003>(5)
    
    In case the Company issues new shares through right issues, bonus issues
and stock dividends, the new shares shall be deemed to have been issued at
the end of the fiscal year immediately prior to the fiscal year during
which the new shares are issued for purposes of distribution of dividends
for such new shares. Article 9-2. Stock Purchase Option Rights<Inserted on Feb. 26, 1999, as amended on March 17, 2000>  (1)
    
    To the extent permitted under the Securities and Exchange Act, the
Company may grant its officers and employees (including, without
limitation, the officers/employees of the Companys affiliates as
described in Article 189-4, Paragraph (1) of the Securities and Exchange
Act) stock options by a special resolution of a shareholders as
prescribed under Article 189-4 of the Securities and Exchange Act.
Provided, pursuant to Article 189-4, Paragraph (3) of the Securities and
Exchange Act, such rights may be granted by a resolution of the Board of
Directors meeting to the extent of 10% of the Companys total number of
 shares issued and outstanding, subject to applicable laws and regulations.
Other than in the case of death, mandatory retirement or other
involuntary termination of employment not attributable to the grantee, a
stock option can only be exercised if the grantee has been employed by the
Company for at least two (2) years after such stock option was granted and
must be exercised within five (5) years from the date in which the option
becomes exercisable. <Amended as of October 21, 2003>(2)
    
    The stock option rights may be granted to any officer or employee of the
Company, who has contributed or are qualified to contribute, to the
establishment, and management, overseas operations, technological
innovation or the like. Provided, however, the stock purchase options
shall not be granted to:  1.
    
    the largest shareholder in the Company and specially
related person(s) (as defined in Article 10-3, Paragraph 2, of the
Enforcement Decree of the Securities and Exchange Act); or2.
    
    Major shareholders and their specially related persons as
defined in Article 188 of the Securities and Exchange Act; or -4-




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3.
    
    Any person who becomes a major shareholder by exercising
the stock purchase option rights hereunder pursuant to Article 188
of the Securities and Exchange Act. <Amended as of October 21,
2003>  (3)
    
    Shares to be delivered upon exercise of the stock option rights (in the
event the difference between the price of shares at which the stock
purchase option is exercised and market price thereof is paid in cash or
delivered from treasury stock, such shares that are used as the basis of
calculation of such differences.) shall be registered common shares.(4)
    
    The purchase price for each share when exercising stock option rights
shall be determined in accordance with the relevant laws and regulations.(5)
    
    The stock option rights shall be exercisable in compliance with the
Securities and Exchange Act. <Amended as of October 21, 2003>(6)
    
    The stock purchase option rights may be cancelled by a resolution of the
Board of Directors;  1.
    
    If the officer or employee conferred with the stock
purchase option rights hereunder resigns voluntarily or is
discharged from his or her office; or2.
    
    If the officer or employee conferred with the stock
purchase option rights hereunder inflicts substantial or material
damage on the Company by his/her willful misconduct or negligence;
or3.
    
    If any of the causes for the cancellation of stock
purchase option rights as set forth in the Stock Option Agreement
occurs. Article 10. Limitation on Shareholdings<Title Changed on August 28, 1998>  Any restriction or limitations on the shareholding ratios of the
shareholders of the Company shall be as prescribed in the relevant
provisions of laws and regulations related to telecommunications.
<Inserted on Aug. 28, 1998>. (1) ~ (9) <Deleted on Aug. 28, 1998> Article 11. Transfer Agent<Title changed on March 30, 1998>  (1)
    
    The Company shall have a transfer agent in respect of shares in Company.
< Inserted on March 30, 1998>.(2)
    
    The appointment of such transfer agent and any contract regulating the
scope of the agents duties shall be made in compliance with a resolution
of the Board of Directors and shall be noticed to the public. <Inserted
on March 30, 1999>.(3)
    
    The register of shareholders of the Company or a copy of it shall be kept
at the office of the transfer agent, and the alteration of entries in the
register of
shareholders as well as the creation or cancellation of pledges and
trusts, issuance of share certificates, acceptance of reports and other
related activities shall be handled by the transfer agent.
<As amended on August 28, 1998>. -5-




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(4)
    
    Such procedures as referred to in the foregoing Paragraph (3) shall be
performed in compliance with the regulations regarding transfer agency
services for securities.
<As amended on August 28, 1998>.(5)~(7) <Deleted on August 28, 1998> Article 12. Report of Names, Addresses and Seal Impression of Shareholders, Etc.  (1)
    
    Shareholders and registered pledgees shall report their names, addresses,
and seal impressions or specimen signatures with the transfer agent
appointed under Article 11 hereof.
<As amended on March 30, 1998>(2)
    
    Shareholders or registered pledgees who reside overseas shall designate
an agent and a place within the Republic of Korea for the delivery and
receipt of notices from Company.(3)
    
    Any changes in respect of the foregoing Paragraph (1) and (2) shall
promptly be reported to the Company.(4)
    
    The Company shall not be responsible for any damages sustained by any
shareholder or registered pledgee arising from the failure to comply with
the provisions of the foregoing Paragraphs. Article 13. Closure of Shareholders Register and Setting of Record Date.  (1)
    
    The Company shall suspend alteration of entries in the register of
shareholders, registration of pledges, creation and cancellation of trust
property for one month, commencing from the day following the last day
closing of each accounting period.(2)
    
    The Company shall entitle every shareholder on its shareholders list as
of the last day of each fiscal year to vote at the meeting of the annual
ordinary general shareholders meeting held for such fiscal year.(3)
    
    The Company may suspend alteration of entries in the register of
shareholders for a period not exceeding three (3) months or set a record
date when necessary for convening an extraordinary general meeting of
shareholders or for other reasons, in accordance with a resolution of the
board of directors. The Company may suspend the alteration of entries in
the registry of shareholders
and at the same time set a record date, when considered necessary by the
board of directors. -6-




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(4)
    
    The Company shall give public notice of the period and dates referred to
in preceding Paragraph (3) at least two weeks in advance of the
commencement of the period and of the occurrence of such date. Chapter III. Corporate Bonds Article 14. Issuance of Convertible Bonds  (1)
    
    The Company may issue convertible bonds to persons, including persons
other than its shareholders by a resolution of its Board of Directors to
the extent that the aggregate face value of the bonds does not exceed Five
Hundred Billion (500,000,000,000) Won:  1.
    
    where the Company issues convertible bonds by a general
public offering;2.
    
    where the Company issues convertible bonds in order to
solicit foreign investment pursuant to the Foreign Investment
Promotion Act when necessary for its management;3.
    
    where the Company issues convertible bonds to
domestic/overseas companies which are in strategic/operations
cooperation in connection with the Companys management and
technology;4.
    
    where the Company issues convertible bonds to
domestic/overseas financial institutions in order for an urgent
raising of funds;5.
    
    where the Company issues convertible bonds in overseas
market pursuant to Article 192 of the SEA; or6.
    
    where the Company issues convertible bonds to individual or
corporate investors as determined by a special resolution of a
general shareholders meeting for the purpose of raising funds.
<Amended as of October 21, 2003>  (2)
    
    The total number of shares to be issued upon conversion of the
convertible bonds referred to in the foregoing Paragraph (1) shall not
exceed the balance of authorized shares remaining unissued by the Company.(3)
    
    The Board of Directors may decide to issue the convertible bonds referred
to in Paragraph (1) with the condition that only a portion of the bonds
shall have conversion rights. -7-




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(4)
    
    All shares issued upon conversion of the convertible bonds shall be
common shares, and the conversion price shall be as determined by the
Board of Directors.(5)
    
    The conversion period during which the conversion rights may be exercised
shall be from the day immediately following the date of issuance of the
convertible bonds until the maturity day. The conversion period, however,
may be adjusted by a resolution of the Board of Directors within the
period of time as referred to above.(6)
    
    The distribution of any interest or the payment of any dividends declared
on the shares issued upon conversion of convertible bonds under Paragraph
(1) shall be made in compliance with Article 9, Paragraph (5) hereof.(7)
    
    <Deleted on August 28, 1998> Article 15. Issuance of Bonds with Warrants  (1)
    
    The Company may issue bonds with warrants to persons, including persons
other than its shareholders by a resolution of its Board of Directors to
the extent that the aggregate face value of the bonds with warrants shall
not exceed Five Hundred Billion (500,000,000,000) Won:  1.
    
    where the Company issued bonds with warrants by a general
public offering;2.
    
    where the Company issues bonds with warrants in order to
solicit foreign investment pursuant to the Foreign Investment
Promotion Act when necessary for its management;3.
    
    where the Company issues bonds with warrants to
domestic/overseas companies which are in strategic/operations
cooperation in connection with the Companys management and
technology;4.
    
    where the Company issues bonds with warrants to
domestic/overseas financial institutions in order for an urgent
raising of funds;5.
    
    where the Company issues bonds with warrants in overseas
market pursuant to Article 192 of the SEA; or6.
    
    where the Company issues bonds with warrants to individual or
corporate investors as determined by a special resolution of a
general shareholders meeting for the purpose of raising funds.
<Amended as of October 21, 2003> -8-




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(2)
    
    The total number of shares to be issued upon the exercise of the warrants
referred to in the foregoing paragraph (1) shall not exceed the balance of
authorized shares remaining unissued by Company.(3)
    
    The total number of shares for which the warrants may be exercised shall
be determined by the Board of Directors of the Company, and shall not
exceed the total face value of the issued bonds.(4)
    
    The shares to be issued upon the exercise of the warrants shall be common
 shares. The exercise price shall be determined by the Board of Directors
at the time of issuance of the bonds.(5)
    
    The period during which the warrants may be exercised shall be from the
date one day after the date of issuance of the bonds with warrants until
one day prior to the maturity date. The exercise period, however, may be
adjusted by a resolution of the Board of Directors of the Company within
the period of time referred to above.(6)
    
    In calculating the interest on the bonds with warrants or the dividends
on the shares issued upon the exercise of the warrants, the provisions of
Article 9, Paragraph 4 hereof, shall apply mutatis mutandis.(7)
    
    <Deleted on August 28, 1998> Article 16. Application of Certain Articles for the Issuance of Bonds  Articles 11, 12 and 13 hereof shall apply mutatis mutandisin cases of
the issuance of bonds by the Company. Chapter IV. General Meeting of Shareholders Article 17. Types and Time for Convening Shareholders Meetings  (1)
    
    The general meeting of shareholders of the Company shall consist of
ordinary general meetings and extraordinary general meetings.(2)
    
    The general meeting shall be held within three (3) months after the
closing of each fiscal year. An extraordinary general meeting shall be
held whenever it is considered necessary. Article 18. Call for Shareholders Meetings  (1)
    
    Except as otherwise provided for in the relevant laws and regulations,
the Representative Director shall convene a shareholders meeting of the
Company in accordance with the resolution of the Board of Directors.
<Amended as of October 21, 2003> -9-




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(2)
    
    If the Representative Director is absent or unable to perform his or her
responsibilities, then Article 31, Paragraph (2), hereof shall apply
mutatis mutandis. Article 19. Notice for Convening Shareholders Meetings and Public Notice Thereof  (1)
    
    A notice for a general meeting of shareholders of Company shall be made
in writing or by email, stating the date, time, venue and agenda of such
meeting and dispatched to each shareholder of the Company at least two (2)
weeks prior to such date of meeting. Provided however in the event a
notice for a general meeting sent to the address of any shareholder
recorded in the Shareholders Register has not been received by such
shareholder for three (3) consecutive years for any reason whatsoever,
then the Company does not have to send to such shareholder any notice for
general meetings to be held thereafter. <Amended as of October 21,
2003>(2)
    
    In the case of shareholders holding shares not more than
one-hundredth(1/100) of the total issued and outstanding shares of the
Company, the notice requirement described in Paragraph (1), above, may be
substituted with public notices published on no less than two occasions in
each of two (2) daily newspapers published in Seoul, Korea such as The
Korea Daily and Maeil Economic Daily Newspaper, no later than two (2)
weeks prior to the scheduled date for meeting. Such public notices shall
contain the intention to convene the general meeting of shareholders and
the agenda of such meeting. <Amended on October 1, 1999> Article 20. Venue of General Meetings  The Meeting shall be convened at the head office of the Company or, when
considered desirable, at an adjacent location. Article 21. Chairman  The Representative Director shall preside over all general meetings of
shareholders, provided, however, that in the event that he or she is
absent or unable to perform his or her responsibilities, then the
provisions set forth in Article 31, Paragraph (2), shall apply mutatis
mutandis. <Amended as of October 21, 2003> Article 22. Chairmans Authority to Maintain Order The chairman of the general meeting of shareholders may order anybody
who intentionally disrupts the proceedings of a meeting or causes
disorder at the meeting to stop speaking, to retract his or her words or
to leave the meeting.The Chairman may also restrict the length and frequency of the speech of
shareholders when it is deemed necessary for the meeting to proceed
smoothly. -10-




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Article 23. Voting Rights  Each shareholder shall have one voting right for each share owned. Article 24. Split Voting  (1)
    
    Any shareholder having two (2) or more voting rights and desiring to cast
his or her votes in split voting method, shall give the Company three (3)
days prior notice thereof in writing, specifying his or her intention
thereof and the reasons therefore.(2)
    
    The company may refuse to permit the foregoing split voting by a
shareholder, unless the shareholder has accepted a certain number of
 shares in trust from other shareholders of the Company or possesses shares
in the Company for the benefit of other persons, in addition to the shares
in the Company owned by himself or herself. Article 25. Voting by Proxy  (1)
    
    A shareholder may exercise his/her vote by proxy. In this case, the
proxy holder must present the Company with documents evidencing his/her
power of representation prior to the opening of a general shareholders
meeting. <Amended as of October 21, 2003>(2)
    
    For the purposes of Paragraph (1), a person who is appointed as a proxy
may or may not be a shareholder of Company, and shall submit an evidence
of his appointment in writing to the general meeting of shareholders for
which such appointment is made. Article 26. Matters Requiring Resolutions of Shareholders Meeting  (1)
    
    The general meeting of shareholders shall resolve each of the following:
<Amended as of October 1, 1999 and as of March 17, 2000>:  1.
    
    Appointment or dismissal of a director;2.
    
    Imposition of limitations on the remuneration for
directors;3.
    
    Approval of settlement of accounts;4.
    
    Amendment of the Articles of Incorporation;5.
    
    Merger or dissolution of Company; or6.
    
    Any other matters for which resolutions of general
meeting of shareholders are required by the relevant laws or by
the Board of Directors. -11-




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(2)
    
    If the shares of the Company are listed or traded on an overseas market,
the Company shall obtain approval from the General Meeting of Shareholders
to the extent such approval is required under the Rules and Regulations of
the supervising authorities of the relevant overseas market where the
 shares are listed or traded. <Inserted as of October 1, 1999.> Article 26-2. <Deleted on October 21, 2003> Article 27. Method of Resolution  (1)
    
    Except as otherwise provided for in relevant laws and regulations or
these Articles of Incorporation, a resolution of a general meeting of
shareholders shall be adopted by a simple majority vote, but the majority
shall consist of at least twenty-five percent (25%) or more of the total
number of issued and outstanding shares of the Company.(2)
    
    Any of the following resolutions shall be adopted by a at least a
two-thirds (2/3) or more affirmative vote of the shareholders present at
the meeting, which affirmative votes shall also constitute at least
one-third (1/3) or more of the total number of issued and outstanding
 shares of the Company;  1.
    
    Amendment of these Articles of Incorporation;2.
    
    Removal of a director <Amended as of March 17,
2000>3.
    
    Reduction of capital;4.
    
    Merger or dissolution of Company;5.
    
    Transfer of the entire or substantial part of business of
Company by any means;6.
    
    Lease of entire business, delegation of business
operations, or the execution, modification or cancellation of
agreements from which profits/losses shall affect both parties;7.
    
    <Deleted on March 26, 2004>8.
    
    Any other matters requiring such special resolutions
under the relevant laws and regulations. <Amended as of October
21, 2003>  (3)
    
    <Deleted on August 28, 1999> Article 27-2. Cumulative Voting  With regard to the appointment of directors of the Company, the
provisions of Article 382-2 of the KCC shall not apply. <Inserted as
of October 1, 1999.> Article 28. Minutes of the General Meeting  The proceedings and resolutions of the Meeting shall be recorded in the
minutes which, after being signed or sealed by the chairman of the
Meeting and all the directors present, shall be kept at the Companys
head office and branches. -12-




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Chapter V. Directors, Board of Directors and Audit Committee Article 29. Directors  (1)
    
    The Company shall have eleven (11) directors. The outside directors
prescribed under Article 191-16 of the Securities And Exchange Act
(Outside Directors), shall not be less than half of the total number of
Directors. <Amended as of October 1, 1999> < Amended as of March
29, 2002> <Amended as of October 21, 2003>(2)
    
    The only director who engages in the regular business of the Company
(Standing Director) shall be the Representative Director. The Outside
Directors shall be nominated by the Outside Director Candidate Nominating
Committee. All the Directors (standing, non-standing and Outside
Directors) shall be elected at the general meeting of shareholders.
<Amended as of March 29, 2002> <Amended as of October 21,
2003>(3)
    
    <Deleted on October 21, 2003>(4)
    
    In order to procure fairness in the management of the Company and to
protect the Investors, the Company shall appoint as Outside Directors
those persons who do not fall under any of the following
disqualifications. Further, in the event a person falls under any of the
following after assuming the office of Outside Director, such person shall
be removed from office.  1.
    
    A person who does not have the qualifications under the
Securities and Exchange Act or any other statutes. <Amended as
of October 21, 2003>2.
    
    <deleted on Mar. 29, 2002>3.
    
    <deleted on October 21, 2003>  (5)
    
    Notwithstanding the provisions of paragraph (2), the shareholders may
exercise their right of proposal as provided under the KCC, Securities and
Exchange Act and other relevant laws and regulations to recommend
candidates for Directors. <Inserted as of October 1, 1999.>(6)
    
    <Deleted on October 21, 2003>(7)
    
    <Deleted on October 21, 2003>(8)
    
    <Deleted as of March 23, 2001>(9)
    
    <Deleted on October 21, 2003> -13-




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##### 



(10)
    
    The Company may appoint Chairman, Vice-Chairman(s), President(s), Vice
President(s), Senior Vice President(s), Executive Vice President(s) among
the Directors by a resolution of the Board of Directors. <Amended as of
October 1, 1999.> <Amended as of March 23, 2001> <Amended as
of March 29, 2002>(11)
    
    <Deleted as of October 1, 1999>(12)
    
    <Deleted as of October 1, 1999>(13)
    
    The term of office of a director shall be a three (3) year term. However,
if the term ends before the ordinary general meeting of shareholders for
the last fiscal year of his of her term, it shall be extended until the
end of the ordinary general meeting of shareholders.(14)
    
    Such director elected to fill any vacancy shall serve for a three (3)
year term commencing with the day on which he or she is elected. Article 30. Vacancy in Directorship  (1)
    
    In case of a vacancy in the office of a director, such vacancy shall be
filled as soon as practicable by holding a shareholders meeting to
appoint a replacement director. <Amended as of October 21, 2003>(2)
    
    The office of a director shall be deemed vacant in the event of each of
the following;  1.
    
    If he or she is deceased;2.
    
    If he or she is declared bankrupt;3.
    
    If he or she is declared incompetent or
quasi-incompetent; or4.
    
    If he on she is finally sentenced to imprisonment or a
heavier punishment. Article 31. Responsibilities of Directors  (1)
    
    There shall be only one (1) Representative Direct to represent the
Company. The Representative Director shall execute all resolutions adopted
by the Board of Directors, and carry out the general management and
operation of the Company. <Amended as of March 23, 2001> <Amended
as of October 21, 2003>(2)
    
    If the Representative Director is absent or unable to perform his or her
responsibilities for any reason whatsoever, a designated replacement
representative director, as appointed by a majority of the Board of
Directors, shall perform the responsibilities of the Representative
Director but, if such absence or inability is only temporary, only until
the Representative Director is able to perform his or her
responsibilities. The Board of Directors may designate a director as the
designated replacement representative director prior
to such absence or inability of the Representative Director and, when he
or she commences to perform the responsibilities of a Representative
Directors, such director will become a Standing Director. In the event
that the designated replacement representative director is also absent
or unable to perform his or her responsibilities for any reason
whatsoever, then the directors shall, in accordance with a resolution of
the Board of Directors, perform the responsibilities of the
Representative Director. <Amended as of March 23, 2001>
<Amended as of October 21, 2003> -14-




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##### 



(3)
    
    If a director becomes aware of any event which may cause material damage
to the Company, such director should immediately report to the Audit
Committee thereof. <Amended as of March 17, 2000> Article 32. Board of Directors  (1)
    
    The Board of Directors shall consist of the directors of Company, and
shall make, by resolutions, decisions on important matters in the course
of operation of Company.(2)
    
    <Deleted as of October 1, 1999.>(3)
    
    The Chairman shall be appointed by the Board of Directors and shall
preside over each meeting of the Board of Directors. Unless otherwise
resolved by the Board of Directors, the Representative Director shall be
the Chairman and in the event that the Representative Director is absent
or unable to perform his or her responsibilities, the provisions of
Article 31, Paragraph (2) shall be applied mutatis mutandis. <Amended
as of October 1, 1999.> <Amended as of October 21, 2003> Article 33. Convening of Board Meetings  (1)
    
    All Meetings of the Board of Directors shall be convened by the
Representative Director or upon the demand of any member of the Board of
Directors. If the Representative Director is absent or unable to perform
his or her responsibilities, then the provisions of Article 31, Paragraph
(2) shall apply mutatis mutandis. <Amended as of October 21, 2003>(2)
    
    The Representative Director shall provide notice of any Board of
Directors meetings to each director at least one (1) week prior to the
scheduled date of such meeting. <Amended as of March 17, 2000>
<Amended as of October 21, 2003> Article 34. Resolutions of the Board of Directors  (1)
    
    Except as otherwise provided for in these Articles of Incorporation, all
resolutions of the Board of Directors shall be adopted by a majority vote
at a meeting where more than fifty (50%) of the Directors are present;
Provided,
however, with respect to resolutions regarding the removal of a member
of the Audit Committee, the approval of at least two-thirds (2/3) of the
directors is necessary. <Amended as of March 17, 2000> -15-




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##### 



(2)
    
    <Deleted as of October 1, 1999.>(3)
    
    No director who has a special interest in a matter for resolution can
exercise his vote upon such matter. Article 35. Matters for which Board Resolutions are Required  The following matters shall be subject to the resolution of the Board of
Directors;  1.
    
    <Deleted on October 21, 2003>2.
    
    Annual business plans, budgets, and settlement of
accounts;3.
    
    Call for a general meeting of shareholders and the agenda
therefore;4.
    
    Enactment or the amendment or repeal of important
internal regulations;5.
    
    Establishment, removal or closing of branch or other
offices of the Company;6.
    
    Borrowing money, except as otherwise provided for in
separate regulations where the Representative Director is
authorized to borrow money in an amount not exceeding a certain
limit;7.
    
    Election or removal of the Representative Director and/or
the designated replacement representative director <Amended as
of October 21, 2003>;8.
    
    Issuance of new shares;9.
    
    Acquisition or disposal of material assets;10.
    
    Institution of any important suit or settlement by
compromise;11.
    
    Allowing directors to carry on any business in
competition with the Company;12.
    
    <Deleted on August 28, 1998>13.
    
    Any other matters for which a resolution of Board of
Directors is required by these Article of Incorporation (As
amended on August 28, 1998>;14.
    
    Formation of a sub-committee within the Board of
Directors in accordance with the provisions of the KCC and the
appointment and removal of such sub-committee members; or
<Inserted as of March 17, 2000>15.
    
    Any other important matters. Article 35-2. Sub-Committees of the Board of Directors  Based upon the regulations of the Company, the Board of Directors may
form a sub-committee composed of at least two directors to carry out
certain specialized functions and may delegate powers to such a
sub-committee within a specific
scope. -16-




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##### 



Article 36. Minutes  (1)
    
    With respect to a meeting of the board of directors, the matters
considered by the board of directors, the progress of the meeting, the
results, those opposing the matters presented and the reasons for
opposition thereof shall be recorded in minutes which shall bear the names
and seals or signatures of the directors in attendance at the meeting.
<Amended as of March 17, 2000>(2)
    
    A shareholder may make a request to review the minutes of the board of
directors or to copy them during business hours.(3)
    
    The Company may refuse a request made pursuant to paragraph 2 for a
specified reason. In this case, the shareholder may obtain the permission
of the court and review the minutes or copy the records. Article 37.<Deleted as of March 17, 2000> Article 37-2. Audit Committee<Inserted as of October 1, 1999.>  (1)
    
    The Company shall establish an Audit Committee in order to examine
internal transactions, potential conflicts of interest and other relevant
matters.(2)
    
    The Audit Committee shall be composed of at least three (3) Outside
Directors based upon the resolution of the board of directors. However,
persons who fall within each provision of Article 415-2(2) of the KCC
cannot compose more than one-third (1/3) of the Audit Committee.
<Amended as of March 17, 2000> <Amended as of March 29, 2002>(3)
    
    In the event the Company lists of transacts its shares on a foreign stock
exchange market, the qualifications of the members of the Audit Committee
and the composition thereof shall fulfill the requirements of the laws and
regulations of the relevant country and the rules and regulations of the
supervisory authority of such country. <Inserted as of March 17,
2000>(4)
    
    Matters relating to the delegation of powers to the Audit Committee and
the operation of such Audit Committee shall be determined in accordance
with the Audit Committee Rules determined by the board of directors.
<Amended as of March 17, 2000> Article 37-3. Outside Director Candidate Nominating Committee<Inserted as
of March 29, 2002.>  (1)
    
    The Company shall establish an Outside Director Candidate Nominating
Committee in accordance with the Securities and Exchange Act or any other
statutes in order to nominate candidates for Outside Directors to general
meeting of shareholders. -17-




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##### 



(2)
    
    The Outside Director Candidate Nominating Committee shall be composed of
three (3) Directors and Outside Directors shall constitute at least half
of the total number of this committee. The term for each member of the
Outside Director Candidate Nominating Committee shall be three (3) year.
If a member of the Outside Director Candidate Nominating Committee is
absent or unable to perform his or her responsibilities for any reason
whatsoever, a designated replacement member, as appointed by a resolution
of the Board of Directors, shall perform the responsibilities of such
member. The Board of Directors may designate a director as the designated
replacement member prior to such absence or inability of a member.
<Amended as of October 21, 2003>(3)
    
    Matters relating to the delegation of powers to the Outside Director
Candidate Nominating Committee and the operation of such (Outside Director
Candidate Nominating) a Committee shall be determined in accordance with
the Independent Director Candidate Nominating Committee Rules determined
by the Board of Directors. Article 38. Responsibilities of the Statutory Auditor  (1)
    
    The Audit Committee shall audit the accounting records and business
transactions of the Company. <Amended as of March 17, 2000>(2)
    
    The Audit Committee shall examine the proposals and documents to be
submitted by directors to general meetings of shareholders, and
subsequently report at the meeting his or her opinion on whether there is
any violation of law or these Articles of Incorporation or any other
irregularity that might materially affect the business of Company.
<Amended as of March 17, 2000>(3)
    
    <Deleted as of March 17, 2000>(4)
    
    The Audit Committee may request the convening of an extraordinary general
meeting of shareholders by submitting a request in writing to the Board of
Directors, specifying the purpose and reason for such meeting. Article 39. Audit Report of Audit Committee<Amended as of March 17, 2000>  The Audit Committee shall prepare audit statements, which shall contain
all of the proceedings and results of such audit, and shall be signed
and/or sealed by the chairman of the Audit Committee and those members
who are present. Article 40. Remuneration and Severance Payment of Director<Amended as of
March 17, 2000> -18-




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##### 



(1)
    
    The Board of Directors shall decide the remuneration and severance
payment for each director of the Company, subject to the ceiling amount as
resolved by shareholders in the their general meetings.(2)
    
    The Regulations for Officers Severance Payment, adopted by the general
meeting of shareholders of Company, shall apply in determining the
severance payment for directors. Chapter VI. Business Plans Article 41.<Deleted on October 21, 2003>. Article 42.<Deleted on October 21, 2003>. Chapter VII. Accounting Article 43. Fiscal Year  The fiscal year of the Company shall begin on the first (1) day, of each
year and end on the thirty-first (31st) day of December of the same
year. Article 44. Preparation of the Financial Statements and Business Reports, Etc.  (1)
    
    The Representative Director shall, for each fiscal year, prepare each of
the following documents, attachments and business reports and obtain the
approval of the Board of Directors thereon, and deliver to the Audit
Committee no later than six (6) weeks prior to the ordinary general
meeting of shareholders to be held for such business year; <Amended as
of March 17, 2000>  1.
    
    Balance sheet;2.
    
    Profit and Loss Statement; and3.
    
    Statement of appropriation of retained earnings or
statement of disposition of deficit.  (2)
    
    The Audit Committee shall deliver to the Representative Director its
audit report no later than four (4) weeks after receiving the documents
referred to in the foregoing paragraph. <Amended as of March 17,
2000>(3)
    
    The Company shall cause such documents and the audit report referred to
in the foregoing paragraphs (1) to be placed for five (5) years in the
head office and for three (3) years in each branch of the Company
commencing one (1) week prior to the ordinary general meeting of
shareholders.(4)
    
    The Company shall give public notice of the balance sheet and the opinion
thereon of an independent auditor immediately after the document referred
to in
paragraph (1) has been approved by the ordinary general meeting of
shareholders. -19-




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##### 



(5)
    
    In the event that the Company causes the shares in the Company to be
listed or traded on an overseas securities market, to the extent related
thereto, the Company shall comply with the rules and regulations of the
relevant supervising authorities in connection with the preparation,
submission and disclosure of information on the management and financial
condition of the Company. <Inserted as of October 1, 1999> Article 45. Appropriation of Earned Surplus  (1)
    
    Earned surplus for each business year, including any carried-over profit,
shall be appropriated in the following order;  1.
    
    Earned surplus reserve;2.
    
    Other reserves required by law;3.
    
    Voluntary reserves;4.
    
    Dividends to shareholder;5.
    
    Any other sums required to be paid from earned surplus;
and6.
    
    Profits to be carried forward to the next business year. Article 46. Dividends to Shareholders  (1)
    
    Dividends to shareholders may be paid in cash or in the form of shares.(2)
    
    In case dividends are distributed in the form of shares, the Company may
issue a new class of shares different from existing classes of shares
issued and outstanding, subject to a resolution of the general meeting of
shareholders.(3)
    
    The dividends referred to in paragraph (1) shall be paid to the
shareholders or registered pledgees recorded in the Shareholders Register
of the Company as of the end of each fiscal year.(4)
    
    The right to demand payment of dividends shall be expired if the right is
not exercised within five (5) years. Dividends, after the expiration of
the period referred to above, shall be reverted to the Company.(5)
    
    The Company may pay dividends only from those fiscal years in which the
carried-over loss has been replenished in full, after the commencement of
local telephony services. -20-




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##### 



Chapter VIII. Supplementary Provisions Article 47. Regulations  The Company may, with the approval of Board of Directors, adopt relevant
regulations, whichever necessary, required for the operation of the
Company. Article 48. Notices  Any notice, demand, request, consent or any communication hereunder
shall be made in writing (including, without limitation, by hand
delivery, registered airmail, email or facsimile). <Amended as of
October 21, 2003> Chapter IX. Incorporation of the Company Article 49. Pre-incorporation Expenses  Company shall bear and reimburse, up to the sum of Thirty-five Billion
(35,000,000,000) Won, all expenses incurred for the incorporation of
Company, including expenses for holding road-shows for organizing the
Consortium, advertisements, preparation of the Initial Business Plan,
registrations, approvals and permits. Article 50. Names and Addresses of Promoters  The names and addresses of promoters of Company are as listed at the end
of these Articles of Incorporation. Article 51. Representative of Company Prior to Incorporation  The representative promoter shall, for the time being, represent the
Company during the procedures for incorporation and shall be in charge
of the preparation and submission of the application for the government
permit for local telephony service business. Addenda August 30, 1997 Article 1. Effective Date  These Articles of Incorporation shall become effective from the date of
incorporation of the Company. Article 2. Interim Provisions for the Nomination of Non-executive Directors  In applying the provisions of Article 29, Paragraph (2) hereof, if the
right of the Largest Shareholder or Major Shareholders to nominate
non-standing directors cannot be maintained from the time the amended
Telecommunications Business
Act becomes effective after January 1, 1998, or if the shareholders
association cannot maintain a position similar to the Board of
Directors, then the right of the Largest Shareholder and Major
Shareholders to nominate non-standing directors shall be replaced by
their right to nominate standing directors. -21-




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##### 



Article 3.<Deleted on August 28, 1998>  In order to form a corporation in accordance with the foregoing terms
and conditions, all promoters of company have caused these Articles of
Incorporation to be executed in their names and under their seals
hereunto affixed. Addendum Sept. 23, 1997 Article 1. Effective Date  These Articles of Incorporation shall become effective from the day on
which Company is incorporated. Addenda March 30, 1998 Article 1. Effective Date  These Articles of Incorporation shall become effective from March 30,
1998. Article 2. <Deleted on August 28, 1998> Addendum August 28, 1998 Article 1. Effective Date  These Articles of Incorporation shall be become effective from August
28, 1998. Addendum February 26, 1999 -22-




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##### 



Article 1. Effective Date  These Articles of Incorporation shall become effective from February 26,
1999 Addenda October 1, 1999 Article 1. Effective Date  These Articles of Incorporation shall become effective from October 1,
1999. Article 2. Interim Provisions  (1)
    
    Amendment of the provisions in respect of recommendation of non-standing
directors under Article 29, Paragraph (2) shall not affect the term of
office of non-standing directors who are in office at the time of
enforcement of the said provision.(2)
    
    Amendment of the provisions in respect of appointment of the
Representative Director/President under Article 29, Paragraph (9) shall
not affect the term of office of the Representative Director/President who
is in office at the time of enforcement of the said provision. Addenda March 17, 2000 Article 1. Effective Date  These Articles of Incorporation shall become effective from March 17,
2000. Article 2. Interim Provisions  Unless specified otherwise by these Articles of Incorporation, these
Articles of Incorporation shall apply to events or matters that arose
prior to the effective date. However, those matters that became
effective under the previous Articles of Incorporation shall not be
affected. Addendum March 23, 2001 -23-




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##### 



Article 1. Effective Date  These Articles of Incorporation shall become effective from March 23,
2001. Addenda March 29, 2002 Article 1. Effective Date  These Articles of Incorporation shall become effective from March 29,
2002. Article 2. Interim Provisions  (1)
    
    Any person appointed as an Outside Director at the regular general
meeting of shareholders in 2002 shall be deemed to be nominated by the
Outside Director Candidate Nominating Committee.(2)
    
    Any Outside Director who holds office at the Company as non-standing
Directors or independent non-standing Directors at the regular general
meeting of shareholders in 2002 shall be deemed to be appointed as an
Outside Director by the time when his or her terms of office expires
notwithstanding the provision of Article 29 (13). Addendum October 21, 2003 Article 1. Effective Date These Articles of Incorporation shall be effective immediately upon the
full payment of the subscription price for the new shares to be issued below
par value pursuant to the resolution adopted at an extraordinary general
meeting of shareholders on October 21, 2003. Addendum March 26, 2004 Article 1. Effective Date  These Articles of Incorporation shall be effective as of March 26, 2004. -24-