<PAGE>
Unofficial English Translation                                       Exhibit 1.1

                             Articles of Association
                                      for
                           PETROLEUM GEO-SERVICES ASA

(Changed in Extraordinary General Meeting 27.11.91, Board Meeting 09.01.92,
Extraordinary General Meeting 30.01.92, Annual Meeting 28.04.92, Board Meeting
14.05.92, Annual Meeting 12.03.93, Board Meetings 18.05.93, 27.05.93, 18.03.94,
14.04.94, 18.05.94, 28.06.94, 03.11.94, 02.02.95, 11.05.95, Annual Meeting
22.06.95, Board Meetings 09.11.95, 07.03.96, Extraordinary General Meeting
21.03.96, Board Meeting 10.05.96, General Meeting 11.06.96, Board Meetings
08.08.96, 30.09.96, 02.10.96, 11.11.96, 03.03.97, 13.05.97, General Meeting
25.06.97, Board Meetings 12.08.97, 10.11.97, 17.12.97, 07.01.98, Extraordinary
General Meeting 10.03.98, Board Meeting 09.06.98, Annual Meeting 23.06.98 and
Board Meeting 21.07.98, 06.08.98, 31.08.98, 8.11.98,12.03.99, 18.05.99, Annual
Meeting 22.06.99, Board Meetings 29.07.99, 09.08.99,19.08.99, 18.11.99,
14.03.00, 30.05.00, 23.08.00, 29.05.01, 31.07.01, 21.08.01 and Extraordinary
General Meeting 16.10.03)

Section 1       The Company's registered name is PETROLEUM GEO-SERVICES ASA.
                The Company is a public limited company.

Section 2       The business of the Company is to provide services to and
                participate and invest in energy related businesses.

Section 3       The share capital of the Company is NOK 600,000,000 divided
                into 20,000,000 shares of NOK 30 each.

                The shares are to be registered at the Norwegian Registry of
                securities.

                To the extent required by Sections 1123(a) and (b) of the US
                Bankruptcy Code, the Company may not issue non-voting shares or
                other non-voting equity securities.

Section 4       The Company's domicile shall be in Baerum Municipality.

Section 5       The Board of Directors of the Company shall have from 3 to 8
                Directors. Any two Directors jointly may sign for the Company.

                Until 16 October 2005, any election of new Directors and
                amendment of the instruction to the Board concerning approval
                of major transactions shall require the approval by more than
                two thirds of the votes cast as well as of the share capital
                which is represented at the General Meeting. Subsequent to 16
                October 2005, the majority rule pursuant to the Norwegian
                Public Limited Companies Act Section 5 - 17 shall apply to such
                election.

Section 6       The shares are freely transferable except that an acquisition
                by assignment shall be contingent upon approval by the Board of
                Directors of the Company, which cannot be withheld without
                reasonable grounds.

Section 7       Notice of the General Meeting shall be given at least 4 weeks
                before the meeting. The notice convening an Extraordinary
                General Meeting shall be given at least 2 weeks before the
                meeting if the holding of the meeting is






<PAGE>


                                      2/2


                  demanded in writing by the auditor or shareholders
                  representing at least one twentieth of the Share Capital. (See
                  the Norwegian Public Limited Companies Act 1997 Section 5-7,
                  second paragraph.)

                  In the Company's General Meeting each share has one vote. An
                  owner with shares registered through a custodian approved
                  pursuant to Section 4-10 of the Norwegian Public Limited
                  Companies Act has voting rights equivalent to the number of
                  shares which are covered by the custodian arrangement provided
                  that the owner of the shares shall within two working days
                  before the General Meeting provide the Company with his name
                  and address together with a confirmation from the custodian to
                  the effect that he is the beneficial owner of the shares held
                  in custody, and provided further the Board of Directors shall
                  not disapprove such beneficial ownership after receipt of such
                  notification in accordance with the rules set out in Section 6
                  above.

                  Shareowners who wish to take part in the General Meeting, must
                  give notice to the Company by the date stated in the Calling
                  Notice, which date must be at least two working days before
                  the General Meeting.

Section  8        The General Meeting shall deal with the following:

                  a)       Approval to the Annual Accounts and Annual Report
                           including distribution of dividend.

                  b)       Election of Board members and the Chairman of the
                           Board.

                  c)       Such other matters as, according to law or the
                           Articles of Association, fall within the duties of
                           the General Meeting.

Section 9        The General Meeting shall be chaired by the Chairman of the
                 Board of Directors.

Section 10       In other respects, the stipulations of valid Norwegian
                 Public Limited Companies legislation shall be applied.