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                                  Exhibit 1.1


           English Translation of the Amended Articles of Association
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                             ARTICLES OF ASSOCIATION

                                       FOR

                                    NERA ASA


                                    SECTION 1


The name of the company is Nera ASA. The company shall be a public limited
company.


                                    SECTION 2


The registered office of the company is in Bergen.


                                    SECTION 3

The object of the company is commerce and industry, to own, operate or take
interests in industrial enterprises, real estate or building projects, and to
operate or in a similar manner to take interests in enterprises which are
connected with or may be expected to support the company's other activities.


                                    SECTION 4

The share capital is NOK 247,058,742 divided into 123,529,371 shares of NOK 2
fully paid up. The shares shall be registered in the Norwegian Registry of
Securities.


                                    SECTION 5

The Board of Directors shall have a minimum of five and a maximum of nine
members. The company is committed by the joint signatures of the chairman of the
Board and one other Board member. No one may be elected or re-elected to the
Board of Directors after reaching 70 years of age.


                                    SECTION 6

The Corporate Assembly consists of twelve members.

Two thirds of the members with deputy members are elected by the General
Meeting, while one third of the members with deputy members are elected by and
from among the employees.

No one may be elected or re-elected to the Corporate Assembly after reaching 70
years of age.
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The Corporate Assembly shall:

         a)       based on recommendations from the Board of Directors, decide
                  on matters relating to investments which are significant in
                  relation to the company's resources, or concerning
                  rationalisation or reorganisation of the company's operations
                  which would result in a major change in or reallocation of the
                  work force,

         b)       elect the members of the Board of Directors and its chairman,

         c)       determine Board remuneration,

         d)       submit a recommendation to the General Meeting concerning the
                  profit and loss account and balance sheet, including the
                  consolidated profit and loss account and balance sheet, as
                  submitted by the Board of Directors, as well as the Board's
                  proposed allocation of the profit or coverage of the loss,

         e)       deal with other matters which under the Companies Act (Norway)
                  pertain to the Corporate Assembly.

                                    SECTION 7

         The following matters shall be dealt with and decided by the ordinary
General Meeting:

         a)       Adoption of the profit and loss account and balance sheet,
                  including application of the profit for the year or coverage
                  of the loss for the year.

         b)       The payment of dividends.

         c)       Adoption of the consolidated profit and loss account and the
                  consolidated balance sheet.

         d)       Other matters mentioned in the notice of meeting and/or
                  matters which by law or under these Articles of Association
                  pertain to the General Meeting.


Certified translation from Norwegian

Government Authorised Translator