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                                                                     EXHIBIT 1.1

                            ARTICLES OF INCORPORATION
                             OF DEUTSCHE TELEKOM AG

                              I. GENERAL PROVISIONS

                                    SECTION 1
                      FIRM, HEADQUARTERS AND FINANCIAL YEAR

(1) The stock corporation - hereinafter referred to as the "Corporation" - shall
be designated Deutsche Telekom AG.

(2) Its headquarters shall be in Bonn.

(3) Financial year shall be the calendar year.

                                    Section 2
                                     OBJECT

(1) Object of the enterprise is activity in all areas of telecommunications,
information technology, multimedia, information and entertainment, as well as
security services and any services connected to these areas, and also in related
areas in Germany and abroad.

(2) The Corporation shall be entitled to enter into all other transactions and
take all other measures deemed appropriate to serve the object of the enterprise
pursuant to subpara. (1). It may also set up, acquire and participate in other
undertakings of the same or similar kind in Germany and abroad, as well as run
such undertakings or confine itself to the administration of its participation.
It may spin off its operations wholly or partly to affiliated undertakings.

                                    Section 3
                      COMMISSIONING THE DEUTSCHE BUNDESPOST
                   FEDERAL POSTS AND TELECOMMUNICATIONS AGENCY

The Corporation shall arrange for matters within the meaning of Section 3(2) of
the Federal Posts and Telecommunications Agency Act to be carried out by the
Deutsche Bundespost Federal Posts and Telecommunications Agency. For this
purpose it shall enter into non-gratuitous business management contracts with
the Federal Agency.

                                    Section 4
                                  ANNOUNCEMENTS

Announcements of the Corporation shall be published in the Federal Gazette.





This is a fair and accurate translation of the Articles of Incorporation of
Deutsche Telekom AG. The German version shall prevail.
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                          II. SHARE CAPITAL AND SHARES

                                    Section 5
                      AMOUNT AND BREAKDOWN OF SHARE CAPITAL

(1) The share capital (capital stock) of the Corporation shall amount to
EUR 10,746,246,208 (in words: ten billion, seven hundred forty-six million, two
hundred forty-six thousand, two hundred and eight). It is divided into
4,197,752,425 (in words: four billion one hundred ninety-seven million, seven
hundred fifty-two thousand, four hundred twenty-five) individual no par value
shares.

(2) The Board of Management shall be authorized to increase the share
capital with the approval of the Supervisory Board by up to a nominal
EUR 3,865,093,163.52 by issuing up to 1,509,802,017 ordinary registered shares
for non-cash contributions in the period up to May 25, 2005. The authorization
may be used for partial amounts. The subscription rights of shareholders shall
be precluded. The Board of Management shall be authorized, subject to the
approval of the Supervisory Board, to determine the further content of share
rights and the conditions under which shares are issued. (Approved capital
2000).

(3) The share capital shall be conditionally increased by up to EUR 500,000,000,
divided into up to 195,312,500 shares (Contingent Capital I). The contingent
capital increase shall be implemented only to the extent that

      a)    the holders or creditors of conversion rights or warrants attached
            to the convertible bonds or bonds with warrants issued by May 28,
            2006 by Deutsche Telekom AG or a company in which it has a direct or
            indirect majority holding on the basis of the authorization granted
            by resolution of the Shareholders' Meeting of May 29, 2001, exercise
            their conversion or option rights or

      b)    holders or creditors obligated to convert the convertible bonds
            issued by May 28, 2006, by Deutsche Telekom AG or companies in which
            it has a direct or indirect majority holding pursuant to the
            authorization granted by resolution of the Shareholders' Meeting of
            May 29, 2001, fulfill their conversion obligation.

The new shares shall participate in profits starting at the beginning of the
financial year in which they are issued as the result of the exercise of any
conversion or option rights being exercised or the fulfillment of any conversion
obligations.

(4) The share capital is conditionally increased by up to EUR 307,200,000,
divided into up to 120,000,000 new individual no par value registered shares
(contingent capital II). The contingent capital increase is exclusively for the
purpose of granting subscription rights to members of the Board of Management of
the Corporation, executives at levels below the Board of Management of the
Corporation and other executives, managers and specialists of the Corporation
and to Board of Management members, managing board members and other executives
of second- and lower-tier domestic and foreign Group companies on the basis of a
2001 Stock Option Plan as provided for in the resolution of the Shareholders'
Meeting of May 29, 2001. It shall be implemented only to such extent as
subscription right holders make use of their subscription rights. The new shares
shall participate in profits starting at

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the beginning of the financial year in which they are issued. If new shares are
issued after the end of a financial year but before the Corporation's
Shareholders' Meeting that resolves regarding the appropriation of net income
for the financial year ended, the new shares shall participate in the profits
starting at the beginning of the financial year ended.

(5) The share capital is conditionally increased by up to EUR 2,621,237.76,
divided into up to 1,023,921 shares (contingent capital III). The contingent
capital increase serves exclusively to grant subscription rights to members of
the Board of Management and executives of the Corporation, as well as Board of
Management members, managing board members and other executives of second- and
lower-tier affiliated companies on the basis of a Stock Option Plan as provided
for in the resolution of the Shareholders' Meeting of May 25, 2000. It shall be
implemented only to such extent as use is made of those subscription rights. The
new shares shall participate in profits starting at the beginning of the
financial year in which they are issued. If new shares are issued after the end
of a financial year but before the Corporation's regular Shareholders' Meeting
that resolves regarding the appropriation of net income for the financial year
ended, the new shares shall participate in the profits starting at the beginning
of the financial year ended.

(6) The shares shall be registered shares.

(7) Where a resolution on capital increase does not stipulate whether the new
shares be bearer or registered shares, they shall be registered shares.

(8) The Board of Management shall stipulate the form of share certificates and
the profit sharing and renewal certificates. A right of shareholders to
certification of their shares and profit shares is precluded unless
certification is necessary according to the rules of a stock exchange where the
stock is listed. The Corporation shall be entitled to issue stock certificates
embodying individual shares or several shares (global certificates).

(9) In any capital increase, the distribution of profits in relation to new
shares may be determined in derogation of Section 60 of the Stock Corporation
Law.

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                              III. MANAGEMENT BOARD

                                    Section 6
                       COMPOSITION AND RULES OF PROCEDURE

(1) The Board of Management shall consist of two members at least. For the rest
the Supervisory Board shall determine the number of Board of Management members.

(2) Board of Management members shall be outstanding experts on
telecommunications, the economy or business management.

(3) The Supervisory Board may appoint a Chairman as well as a Deputy Chairman of
the Board of Management. Deputy members of the Board of Management may be
appointed.

(4) The Board of Management shall adopt by unanimous decision of all its members
its Rules of Procedure which shall require the consent of the Supervisory Board.

                                    Section 7
                             OUTSIDE REPRESENTATION

The Corporation shall be legally represented by two members of the Board of
Management or by one member of the Board of Management jointly with a
Prokurist*. Deputy members of the Board of Management shall have the same rights
as ordinary members of the Board of Management with regard to the power of
representation.

                                    Section 8
                               BUSINESS MANAGEMENT

The Board of Management shall manage its business in accordance with the Rules
of Procedure and the Schedule of Responsibilities approved by the Supervisory
Board.

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* A "Prokurist" is a holder of a general commercial power of attorney called
"Prokura", Section 48 Commercial Code.

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                              IV. SUPERVISORY BOARD

                                    Section 9
                                  COMPOSITION,
                    TENURE OF OFFICE, RETIREMENT FROM OFFICE

(1) The Supervisory Board shall consist of twenty members, specifically ten
members from the shareholders and ten members from the employees. The
Supervisory Board members from the shareholders shall be elected by the
shareholders' meeting and the Supervisory Board members from the employees shall
be elected in accordance with the provisions of the Codetermination Act.

(2) Supervisory Board members shall be elected for the period until termination
of the shareholders' meeting ruling on discharge of the Supervisory Board for
the fourth financial year following commencement of tenure of office. The
financial year in which tenure of office commences shall not be counted. The
shareholders' meeting may determine, with regard to the shareholder members,
shorter tenure of office at the time of their election. Election of a successor
to a shareholder member who has resigned prior to expiry of his/her tenure of
office shall be made, unless the successor's tenure of office is otherwise
determined by the shareholders' meeting, for the remainder of the retired
member's tenure of office.

(3) With the election of a Supervisory Board Member a substitute member who will
become a member of the Supervisory Board may be elected at the same time if the
Supervisory Board member resigns prior to expiry of his/her tenure of office
without a successor having been elected. The office of a substitute who has
advanced to the Supervisory Board shall cease to exist as soon as a successor to
the retired Supervisory Board member has been elected, at the latest upon expiry
of the tenure of office of the retired Supervisory Board member.

(4) Members and substitute members of the Supervisory Board may resign their
office by written notice to the Chairman of the Supervisory Board or to the
Board of Management, giving the specified notice of four weeks.

                                   Section 10
                          CHAIRMAN AND DEPUTY CHAIRMAN

(1) The Supervisory Board shall elect from its members in accordance with
Section 27(1) and (2) of the Codetermination Act a Chairman and a Deputy
Chairman for the tenure of office as laid down in Section 9(2) of these Articles
of Incorporation. Election shall take place at the close of the shareholders'
meeting in which the Supervisory Board members from the shareholders, to be
elected by the shareholders' meeting, are appointed, in a meeting which has not
been specially convened. If the Chairman or the Deputy Chairman resigns prior to
expiry of his tenure of office, the Supervisory Board shall hold a fresh
election to cover the remainder of the retired person's tenure of office.

(2) Immediately following election of the Chairman and the Deputy Chairman the
Supervisory Board shall establish, for the purpose of discharging the function
set out

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in Section 31(3) of the Codetermination Act, a committee composed of the
Chairman, the Deputy Chairman and one member elected by the employee members and
one member elected by the shareholder members by a majority of votes cast.

                                   Section 11
                               RULES OF PROCEDURE

The Supervisory Board shall adopt its Rules of Procedure within the limits of
mandatory legal provisions and the provisions of these Articles of
Incorporation. These Rules of Procedure of the Supervisory Board shall stipulate
that certain kinds of transaction, in particular

      -     those which fundamentally change the net worth, financial position
            and results of the Company or the Company's risk exposure, and

      -     those that establish, dissolve, acquire or sell equity interests in
            enterprises above a limit to be determined by the Supervisory Board
            in the Rules of Procedure,

can only be carried out with the consent of the Supervisory Board. The
Supervisory Board can revocably grant consent for a particular group of
transactions in general or where an individual transaction satisfies certain
provisions.

                                   Section 12
                                PLEDGE OF SECRECY

Supervisory Board members shall - even after retirement from office - observe
secrecy with regard to confidential data and secrets of the Corporation,
specifically trade and operating secrets to which they have gained access
through serving on the Supervisory Board.

                                   Section 13
                                  REMUNERATION

(1) The members of the Supervisory Board shall receive remuneration amounting to
EUR 25,000 annually payable at the end of the financial year in addition to
reimbursement of their expenses.

(2) The Chairman of the Supervisory Board shall receive twice this amount, and a
Deputy Chairman one and a half times this amount.

Members of the Supervisory Board who were not in office during the entire
financial year shall receive one twelfth of the remuneration for each month or
part thereof that they hold a seat. Members of the Supervisory Board shall
receive an attendance fee amounting to EUR 200 for each meeting of the
Supervisory Board or its committees that they have attended.

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(3) The Corporation shall reimburse value-added tax paid on the remuneration and
expenses.

(4) Subparagraphs 1 - 3 shall apply for the first time for the 1999 financial
year.

                            V. SHAREHOLDERS' MEETING

                                   Section 14
                              VENUE AND CONVOCATION

(1) The shareholders' meeting shall take place at the headquarters of the
Corporation, or at the location of a German stock exchange or in a German city
with over 500,000 inhabitants.

(2)   Convocation shall be published in the Federal Gazette at least one month
      prior to the date by which shareholders have to register for the
      shareholders' meeting (Section 16 (1)); the day of publication and the
      last date by which shareholders have to register for the shareholders'
      meeting shall not be counted.

                                   Section 15
                          AUDIO AND VIDEO TRANSMISSIONS

(1) If the Chairman of the Meeting is in agreement, Supervisory Board members
may exceptionally be allowed to participate in the Shareholders' Meeting by
means of audio and video transmission, if as a result of their residency abroad
they would have to undertake a considerable journey to arrive at the venue of
the Shareholders' Meeting.

(2) The Company may transmit the Shareholders' Meeting in audio and video in its
entirety, if so decided by the Board of Management and Supervisory Board and
announced at the time the Meeting is called.

                                   Section 16
                      RIGHT TO PARTICIPATE AND VOTING RIGHT

(1) Eligible to participate in and to exercise their voting rights at the
shareholders' meeting shall be those shareholders who have registered for the
shareholders' meeting on time with the Board of Management at the headquarters
of the Corporation in writing, by fax or, if the Board of Management so decides,
by electronic means to be stipulated by the Corporation, and who are included in
the share register when their registration for the shareholders' meeting is
received. There must be at least six days between receipt of the registration
and the date of the shareholders' meeting. The Board of Management may decide on
a shorter period of time.

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(2) Voting rights may be exercised by a proxy. If neither a credit institution
nor an association of shareholders is granted a proxy, the proxy must be granted
in writing or by electronic means to be stipulated by the Corporation.

                                   Section 17
                    CHAIRMANSHIP OF THE SHAREHOLDERS' MEETING

(1) The shareholders' meeting shall be chaired by the Chairman of the
Supervisory Board or, in case of him being prevented, by another Supervisory
Board member representing the shareholders to be determined by the Supervisory
Board.

(2) The Chairman shall run the meeting. He shall determine the order of
discussion of agenda items as well as the manner and order of voting.

                                   Section 18
                               PASSING RESOLUTIONS

(1) Each individual no par value share shall grant one vote in the shareholders'
meeting.

(2)   Resolutions shall, unless mandatory legal provisions stipulate otherwise,
      be passed by a simple majority of votes cast and, where the law prescribes
      a majority shareholding in addition to a majority vote, by a simple
      majority of share capital represented at such time as the resolution is
      passed.

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                         VI. ANNUAL FINANCIAL STATEMENT
                          AND APPROPRIATION OF PROFITS

                                   Section 19
                           ANNUAL FINANCIAL STATEMENT
                       AND ORDINARY SHAREHOLDERS' MEETING

(1) The Board of Management shall, in the first three months of the financial
year, draw up and submit to the Supervisory Board the annual financial statement
and the status report for the previous year. The Board of the Management must
submit the proposal on appropriation of the net profit for the year to the
Supervisory Board at the same time.

(2) After receipt of the report from the Supervisory Board the Board of
Management shall convene without undue delay the ordinary shareholders' meeting
which shall take place within the first eight months of each financial year. It
shall rule on discharge of the Board of Management and the Supervisory Board, on
the choice of auditor and on appropriation of the net profit for the year.

(3) The Board of Management and the Supervisory Board shall be empowered, at the
time of adoption of the annual financial statement, to allocate to other
reserves wholly or in part the profit for the year remaining after deduction of
the amounts to be allocated to the legal reserves and of any loss carried
forward. Allocating a larger part than half of the profit for the year shall not
be permitted where the other reinvested earnings would exceed half of the share
capital following allocation.

(4) The net profit for the year shall be distributed among the shareholders
unless the shareholders' meeting rules on different appropriation.

(5) The Shareholders' Meeting may also decide to pay dividends in kind if these
assets are such as can be traded on a market as defined by Section 3 (2) of the
Stock Corporation Act.

                          VII. COMMENCEMENT OF BUSINESS

                                   Section 20
                            COMMENCEMENT OF BUSINESS

Deutsche Telekom AG business shall commence on 1 January 1995. As from that
date, Deutsche Bundespost TELEKOM acts shall be deemed pursued for the account
of Deutsche Telekom AG.

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                             VIII. FINAL PROVISIONS

                                   Section 21
      AUTHORIZATION TO CHANGE THE WORDING OF THE ARTICLES OF INCORPORATION

The Supervisory Board is hereby authorized to make changes in the Articles of
Incorporation that merely affect the wording. Moreover, it may bring the
Articles of Incorporation into line with new statutory requirements that are
binding on the Corporation without the need for a resolution by the
Shareholders' Meeting.