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Exhibit 1.1
 Articles of Association
Of
Telekom Austria
Aktiengesellschaft




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ARTICLES OF ASSOCIATION
 Of
 Telekom Austria Aktiengesellschaft
  § 1
Name, registered office, duration and financial year
 (1)
    
    The name of the stock corporation is
 Telekom Austria Aktiengesellschaft.
 (2)
    
    The Company has its registered office in Vienna.(3)
    
    The duration of the Company is not limited to a specific period.(4)
    
    The Companys financial year is the calendar year.
 § 2
Object of the Company
  (1)
    
    the provision of services and creation of the conditions required for this in the area
of telecommunications services (Telephone service) in the sense of § 2 sect. 1 no. 2
of the Poststrukturgesetz (Post Structure Act) (Federal Gazette I No. 201/1996);(2)
    
    the provision of telephone voice services, other telecommunications services in the
sense of the Telekommunikationsgesetz (Telecommunications Act) (Federal Gazette
I No. 100/1997) in its version which is valid at the time (TKG) and other
telecommunications activities, including creating the conditions for these services
and activities;(3)
    
    the provision and procurement of services and performances in the area of
interactive and multimedia communication, internet, network facilities for third
generation communications technology, information technology, automatic data
processing and information technology, including any collateral and subsidiary
transactions of any kind;(4)
    
    the planning, construction, maintenance and operation of infrastructural facilities
and networks and commercial exploitation and installation of communications
facilities and terminals, as well as associated activities (such as, in particular,
electrical installations and building ventilation installations) for the
purposes
referred to under Sect. 13;(5)
    
    trading in and exploitation of information on participants in telecommunications.
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§ 3
Publications
  § 4
Share capital and shares
 (1)
    
    The share capital amounts to EURO 1.090,500.000.  and is divided into
500,000.000 no-par shares in bearer form.(2)
    
    The share capital was brought up, pursuant to § 10 sect. 1 Poststrukturgesetz (Post
Structure Act) (Federal Gazette I No. 201/1996), by way of transfer of the federal
property of the Post- und Telegraphenverwaltung (Post and Telecommunications
Administration).(3)
    
    Post and Telekom Austria Beteiligungsgesellschaft (Post and Telekom Austria
Holding) including its share holdings in Radio Austria Aktiengesellschaft (now:
Datakom Austria Gesellschaft m.b.H.) and Österrelchische Fernmeldetechnische
Entwicklungs- und Forderungsgesellschaft m.b.H. (Austrian Telecommunications
Development and Advancement Company) as well as other shareholdings were
transferred without consideration by way of general succession to Post and Telekom
Austria Aktiengesellschaft (now: Telekom Austria Aktiengesellschaft) pursuant to
the Poststrukturgesetz, Federal Gazette No. 201/1996.(4)
    
    The shares are bearer shares or registered shares.(5)
    
    If, in the event of an increase in capital, the decision in favour of an increase in
capital does not stipulate whether the shares are bearer shares or registered
shares, then they are bearer shares.(6)
    
    Disposal of the registered shares, including entire or partial disposal or giving in
pledge, requires the permission of the Supervisory Board.(7)
    
    The form and content of the share certificates and the profit sharing and renewal
certificates are stipulated by the Board of Directors. The same applies to scrips,
debenture bonds, interest warrants and warrants. Any entitlement to the issue of
individual certificates for the shares is excluded.(8)
    
    The Management Board is authorized to increase the share capital of the company
according to Para 159 Sec 3 Stock Corporation Act upon approval of the
Supervisory Board during a period of five years from the registration of the
amendment of the Articles of Association with the Commercial Register by up to
EUR 21,810,000. by issuing up to 10 million new ordinary bearer shares or new
ordinary registered shares with no par value in order to serve stock options to be
granted to employees, directors and members of the Management Board of the
company or of an affiliated company. The authorized conditional capital may be
used in several tranches within the maximum amount. The capital increase shall
only be effected to the extent that owners of stock options exercise their option
rights. The Supervisory Board is authorized to resolve upon the amendments to the
Articles of Association required by the use of the authorized conditional capital.
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(9)
    
    The Share Capital of the Company is increased by up to EUR
109,050,000.according
to Para 159 Sec 2 No 1 Stock Corporation Act by issuing up to 50 million new ordinary bearer
shares with no par value in order to serve holders of convertible bonds, which the Management
Board will be authorized to issue in the Annual General Meeting as of June 3, 2004. The
capital increase shall only be effected to the extent that holders of convertible bonds
exercise their subscription right and/or their conversion right with respect to Shares of the
Company. The issue price is calculated on the basis of the average of the closing price of
the Vienna Stock Exchange of the 20 trading days prior to the day of allotment of convertible
bonds plus a premium of 25 % or a respective higher premium, which shall be deemed to meet
the expectations of the development of the share price of the Company under consideration of
similar transactions on the relevant market, whereas the duration, interest and volume of a
transaction shall be decisive when determining the similarity of the respective transaction.
The newly issued Shares of the Conditional Capital Increase shall be entitled to dividends
for the full fiscal year in which they were issued. The Supervisory Board is authorized to
adapt the version of Para 4 of the Articles of Association according to the number of
subscription shares that are issued. This applies if the authorization to issue convertible
bonds is not exercised upon expiration of the authorization period, as well as if conditional
capital is not exercised upon expiration of deadlines according to the terms of the
convertible bonds.
 § 5
Board of Directors  composition, external representation, management of the Company
 (1)
    
    The Board of Directors of the Company has two to four members. An appointment
as member of the Board of Directors is permissible until the age of 65. The
Supervisory Board can appoint one member as Chairman and one member as
Deputy Chairman. The appointment of proxies is allowed.(2)
    
    The Company is represented by two Members of the Board of Directors or by one
Member of the Board of Directors together with one proxy or, within the context of
the legal representative authority, by two proxies acting jointly.(3)
    
    The Board of Directors shall make its decisions by a simple majority of the votes
cast. If a Member of the Board of Directors is appointed as Chairman of the Board
of Directors, he shall have the casting vote if the votes are equal.(4)
    
    The Board of Directors must conduct the business in accordance with the law, the
Articles of Association and the Rules of Internal Order issued to it by the
Supervisory Board. In the Rules of Internal Order the Supervisory Board shall, while
maintaining the overall responsibility of the Board of Directors, also determine the
allocation of the activities to the various Members of the Board of Directors.
 § 6
Reporting to the Supervisory Board
 (1)
    
    The Board of Directors must report to the Supervisory Board at least once per year on
fundamental matters relating to the future policy of the Company, and must disclose the
future development of the assets, financial position and profits by means of a set of
preliminary accounts (Annual Report). The Board of Directors must also inform the Supervisory
Board on a regular basis, at least quarterly, of the progress of the business and the
situation of the Company in comparison with the
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preliminary accounts, taking future developments into consideration (Quarterly Report). When
there are important grounds to do so, the Chairman must inform the Supervisory Board without
delay; the Supervisory Board must also be informed without delay of circumstances that may
significantly affect the profitability or liquidity of the Company (Special Report). The
Annual Report and the quarterly reports must be drawn up in writing.(2)
    
    The Supervisory Board is also authorised to ask the Board of Directors at any time for
reports on matters affecting the Company, including its relations with companies in which it
holds significant participating interests.
 § 7
Permission of the Supervisory Board
  § 8
Supervisory Board  composition
 (1)
    
    The Supervisory Board of the Company shall consist of up to ten Members elected
by the General Meeting and those Members delegated by the Works Council in
accordance with Para 110 Sec. 1 ArbVG. A Member of the Supervisory Board may
be elected until the age of 65.(2)
    
    The members of the Supervisory Board are  unless they are elected for a shorter
period in office  elected for the period until the end of the General Meeting which
decides upon the granting of discharge for the fourth financial year after the
election. The financial year in which the member of the Supervisory Board was
elected is not counted. Re-election is permitted.(3)
    
    Every Supervisory Board member can resign from his post by submitting a written
declaration to the Chairman of the Supervisory Board. The resignation takes effect
four weeks after receipt, unless it is stated that his resignation will take place at
another time.(4)
    
    If elected members of the Supervisory Board leave the Supervisory Board before
the end of their period in office, re-election should only take place without delay if
the number of elected Supervisory Board members falls below three. The period in
office of members who are elected in this way lasts until the end of the period in
office of the Supervisory Board member who has resigned. Re-election of departing
Supervisory Board members is permitted.(5)
    
    The Supervisory Board must issue its own Rules of Internal Order.
 § 9
Supervisory Board Chairman
 (1)
    
    The Supervisory Board shall, immediately after its election, elect a Chairman and one or two
Deputies. The election is for the same period in office as the members of the Supervisory
Board, unless the Supervisory Board decides to the contrary.
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(2)
    
    If no-one obtains an absolute majority in an election, a second ballot shall be held
between the persons who received the most votes. If the votes are equal in the
second ballot, the decision shall be made by drawing lots.(3)
    
    If the Chairman or one of his Deputies resigns from his post during a period in
office, the Supervisory Board must conduct a new election for the person who has
resigned without delay, Re-election is permitted.(4)
    
    The Chairman and the Deputies can resign their posts at any time, subject to a
period of notice of four weeks, to be given in writing to the Supervisory Board, even
if they do not simultaneously resign from the Supervisory Board.(5)
    
    The Deputies of the Chairman have, when they are acting as representatives of the
Chairman, the same rights and obligation as him.(6)
    
    Statements of intent by the Supervisory Board are made on its behalf by the
Chairman.
 § 10
Meetings of the Supervisory Board, agenda, convocation
 (1)
    
    The Supervisory Board must hold a meeting as often as the interests of the
Company require, but at least once every quarter.(2)
    
    The agenda is set by the Chairman, taking into consideration the motions put
forward by the Board of Directors and the motions from Supervisory Board
members.(3)
    
    Convocation to meetings of the Supervisory Board takes place in writing, in writing
and remotely, by telegraph or verbally and remotely, by the Chairman or by the
Board of Directors on his instructions, indicating, the time, the venue and the
agenda. When issuing convocations, a period of fourteen days shall be observed
between the convocation and the date of the Supervisory Board meeting, to the last
known address of the Supervisory Board member; in urgent cases the Chairman
can shorten this period.(4)
    
    The necessary written documents on the individual points on the agenda must be
made available in good time.(5)
    
    If a request submitted for the convocation of a Supervisory Board meeting from at
least two Supervisory Board members or by the Board of Directors, stating the
purpose and the reasons, is not honoured by the Chairman within fourteen days,
those requesting the meeting can convene the Supervisory Board themselves, with
notification of the matters on the agenda.(6)
    
    The members of the Board of Directors shall attend all meetings of the Supervisory
Board and its committees, insofar as the Chairman of the meeting does not decide
to the contrary; they do not have the right to vote.(7)
    
    Minutes shall be drawn up of the meetings of the Supervisory Board, which must
state the main proceedings at the meeting and the decisions that were made, and
must be signed by the Chairman of the meeting.
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§ 11
Supervisory Board  quorum, procedure
 (1)
    
    The Supervisory Board has a quorum if all the Supervisory Board members have
been properly convened and at least half the members, including the Chairman or
one of his Deputies, is present in person.(2)
    
    If a Supervisory Board member is unable to attend, he may authorise another
Supervisory Board member in writing to represent him at a single meeting; the
Supervisory Board member representing him shall not be counted when
determining the quorum. The right to chair the meeting cannot be transferred.(3)
    
    The type of voting is determined by the Chairman, unless the Supervisory Board
determines some other type of voting.(4)
    
    Decisions are taken by a simple majority of the votes cast. An abstention does not
count as a vote cast. If the votes are equal  even in the case of elections  the
Chairman shall decide.(5)
    
    The Supervisory Board can only make a decision on a matter which is not on the
agenda if all the Supervisory Board members are present or represented and no
member speaks against the decision.(6)
    
    In urgent cases the Chairman may allow voting to take place in writing, without the
Supervisory Board gathering for a meeting (postal vote procedure), if no
Supervisory Board member objects to this procedure within one week after the
documents are dispatched. A decision is made if all the Supervisory Board members
have been properly invited to vote and at least half the members, including the
Chairman or one of his Deputies, have cast their votes. Representation by other
Supervisory Board members is not permitted in the case of written voting.
 § 12
Supervisory Board  tasks
 (1)
    
    The Supervisory Board must, by law, supervise the management of the Company
by the Board of Directors.(2)
    
    The Supervisory Board must audit the reports and requests submitted by the Board
and decide on the latter.(3)
    
    The Supervisory Board must audit the annual accounts, the proposal for the
appropriation of profits and the situation report and must report on them to the
General Meeting. The Supervisory Board must declare its position on the annual
accounts to the Board of Directors within two months of submission thereof.(4)
    
    The Supervisory Board must be informed beforehand of all matters which the Board
of Directors wishes to raise at the General Meeting.(5)
    
    The Supervisory Board is obliged to convene a General Meeting when the interests
of the Company require it.(6)
    
    The Supervisory Board is entitled to decide upon amendments and additions to the
Articles of Association insofar as they concern its wording.
 § 13
Remuneration
 (1)
    
    The Supervisory Board members elected by the General Meeting receive an
appropriate remuneration for their activity, which is determined annually by the
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General Meeting. The Supervisory Board members are entitled to reimbursement of their
out-of-pocket expenses and to a reasonable fee for attending meetings.(2)
    
    If Supervisory Board members undertake special work in the interests of the
Company, a special remuneration may be allocated to them by a decision of the
General Meeting.(3)
    
    If the period in office of a Supervisory Board member begins or ends during the
financial year, the remuneration shall be paid on a pro rata basis.
 § 14
Supervisory Board  Committees
 (1)
    
    The Supervisory Board may set up one or more Committees from among its
members and determine their tasks and authorisation; the Committees can be set
up permanently or for specific tasks. The right to make decisions can also be
transferred to the Committees. An Accounts Committee shall be set up in order to
audit and prepare for the confirmation of the annual accounts.(2)
    
    The employee representatives on the Supervisory Board are entitled to appoint
members to the Committees, who shall have seats and votes in accordance with
the proportion set out in § 110 Sect. 1 ArbVG (Employee Representation Act). This
does not apply to Committees dealing with relations between the company and the
members of the Board of Directors.(3)
    
    More detailed stipulations on the Committees shall be determined in the Rules of
Internal Order for the Supervisory Board. The Supervisory Board may also decide
upon specific Rules of Internal Order for the Committees.
 § 15
General Meetings  Convocation, venue
 (1)
    
    The Companys General Meeting shall take place at the Registered Office of the
Company or at a place of business of the Company within Austria or at the capital
of an Austrian Federal District.(2)
    
    The General Meeting shall be convened by the Board of Directors or by the
Supervisory Board.(3)
    
    Shareholders whose shares cumulatively amount to one-twentieth of the share
capital are entitled to request the convocation of a General Meeting in writing,
stating its purpose and their reasons. In the same way these shareholders are
entitled to request that matters should be announced for decision by a General
Meeting. The Shareholders must, however, in both cases, deposit their shares with
one of the depositaries referred to in § 16 Sect. 1, in order to prove their
authorisation, and must submit to the Company the certificate of deposition from
the depositary, either in an original or in a certified true copy, at the latest
together with their request.(4)
    
    The convocation must be published in accordance with the stipulations of § 16.(5)
    
    The convocation must state the name of the Company, the time and venue of the
General Meeting and the agenda.
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§ 16
General Meeting  attendance
 (1)
    
    Only those Shareholders are entitled to attend the General Meeting who have
deposited their shares (scrips) with an Austrian notary public at the head office of a
domestic credit institution, with those other credit institutions in Austria or abroad
which are stipulated in the convocation to the General Meeting or with the
Company, within the period stated in Sect. 2, during normal working hours, by the
end of the General Meeting.(2)
    
    Deposition must take place in good time so that at least three clear working days
remain between the date of deposition and the date of the General Meeting; the
Shareholders must have at least fourteen days available after the convocation for
the purpose of deposition, not counting the date of publication. If the last day of
this period falls on a Sunday or public holiday, the following working day must also
be available for the purpose of deposition. Saturdays, Good Friday and 24
December of each year do not count as working days, but count as public holidays.(3)
    
    Deposition has taken place properly even if shares (scrips) are, with the permission
of a depositary, held for them on the premises of other credit institutions in a
blocked account, in accordance with Sect. 1, until the end of the General Meeting.(4)
    
    The depositaries must submit certification of the deposition that has taken place to
the Company at the latest one working day after the end of the period of
deposition.(5)
    
    By publishing it together with the convocation to the General Meeting, the
authorisation to participate may be made subject to submission, in good time, of a
list of the numbers of the shares (scrips), in duplicate.(6)
    
    If share certificates (scrips) have not been issued, then it must be announced
together with the convocation to the General Meeting under what conditions the
shareholders will be admitted to the General Meeting.(7)
    
    If scrips have been issued, then the Shareholders entered in the share register are
authorised to attend even without deposition, if they send a request in writing no
later than three working days before the General Meeting.
 § 17
Voting rights, decisions
 (1)
    
    Every share gives the right to one vote.(2)
    
    The exercise of voting rights at the General Meeting by proxies is permitted,
subject to a written power of attorney, which must be retained by the Company.(3)
    
    Unless a different majority is prescribed by law or by the Articles of Association,
the General Meeting shall decide by a simple majority of the votes cast; in cases
where a majority of the capital is required, it shall decide by a simple majority of
the share capital represented when making the decision.(4)
    
    If, in the case of elections, a simple majority is not achieved in the first ballot, a
further ballot will take place between the two candidates who received the most
votes. If the votes are equal, the decision will be made by drawing lots.(5)
    
    In order to be valid, every resolution of the General Meeting needs to be notarised
by an Austrian notary public, in a written record of the proceedings.
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§ 18
Chairmanship
 (1)
    
    The General Meeting is chaired by the Chairman of the Supervisory Board; if
neither he nor his deputy is present or is willing to chair the meeting, then the
notary present to record the proceedings will assist the meeting to elect a
Chairman.(2)
    
    The Chairman of the General Meeting conducts the proceedings and determines the
sequence of items on the agenda and the form of voting.
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§ 19
General Meeting and scope of activities
 (1)
    
    The Ordinary General Meeting makes a decision each year during the first eight
months of the financial year on the allocation of the net profits, on the granting of
discharge to the members of the Board of Directors and the Supervisory Board, on
the election of the Company Auditor and the Group Auditor, and in the cases
stipulated by law, on the confirmation of the annual accounts.(2)
    
    The General Meeting also makes decisions on the cases expressly referred to by
law and in the Articles of Association, in particular on the election and dismissal of
Supervisory Board members or changes in the Articles of Association.(3)
    
    The General Meeting can only decide on questions relating to the management of
the Company if the Board of Directors or  insofar as a matter is involved which is
reserved for its approval according to § 95 Sect. 5 of the Stock
Companies Act 
the Supervisory Board requests it.
 § 20
Annual accounts, dividends
 (1)
    
    The Board of Directors must, during the first five months of the financial year, draw
up the annual accounts together with the appendices for the past financial year
(balance sheet, profit and loss account) and the situation report, and also the
group accounts and the group situation report, and after auditing by the Company
Auditor, must submit them to the Supervisory Board together with a proposal for
the appropriation of profits.(2)
    
    The Supervisory Board must audit the annual accounts and the situation report,
the proposal for the appropriation of profits as well as the group annual accounts
and the group situation report, and must report on them to the General Meeting.(3)
    
    If the Supervisory Board approves the annual accounts, they are confirmed unless
the Board of Directors and the Supervisory Board decide that they will be
confirmed by the General Meeting. The General Meeting is bound by the confirmed
annual accounts.(4)
    
    The Ordinary General Meeting makes a decision each year on the distribution of the
net profits in the accounts (appropriation of profits). The General Meeting may hold
back the net profits from distribution, either in full or in part, contrary to the
proposal for the distribution of profits. The Board of Directors must make the
changes in the annual accounts which become necessary as a result.(5)
    
    The shareholders shares of the profits are distributed in proportion with the
payments that have been made for the pro rata amount of the share capital of the
shares. Payments which have been made during the financial year are taken into
account in proportion with the time that has passed since they were made. When
new shares are issued during the financial year, the point in time as of which the
dividend entitlement is granted, shall be determined.(6)
    
    A dividend whose distribution is decided upon by the General Meeting will fall due
thirty days after the decision is made by the General Meeting, unless it makes a
decision to the contrary.(7)
    
    Dividends which are not claimed within three years after falling due, will lapse in
favour of the Company.
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§ 21
Formation expenses
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§ 22
Takeover Bid
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