Exhibit 1.1

          Convenience translation from Hebrew (as amended and restated)



                               COMPANIES ORDINANCE

                            COMPANY LIMITED BY SHARES

                            MEMORANDUM OF ASSOCIATION

                                       OF

                           ORCKIT COMMUNICATIONS LTD.



1. Name of the Company: ORCKIT COMMUNICATIONS LTD.

2. Objectives for which the Company was established:

        (a)    To deal in the development, manufacture, marketing, and rendering
               consultation services in all things related to the products in
               the electronics, communications, and satellites communications
               markets.

        (b)    To buy, to acquire, to receive, to hold, to hire, to lease, to
               deliver, to lend, to invest, to mediate, to transfer, to pawn, to
               mortgage, and to enter any deal involving chattels, rights and
               properties required for the management of the Company's business,
               to achieve its objectives, and in particular real estate, funds,
               buildings, rights, credit, use of machines, devices, raw
               materials, articles, processed or unprocessed goods.

        (c)    To invest and to use, as the Company should decide from time to
               time, the Company's funds, assets and profits, its capital and
               its estate as it should deem convenient and efficient in order to
               achieve the Company's objectives and its business.

        (d)    To borrow and to get funds from any source whatsoever, including
               the issue and sale of promissory notes, bonds or securities, and
               by levying mortgages on the Company's assets or part thereof. To
               agree to transfer mortgages, pawns, liens, to set their
               conditions, to change them, to cancel them, to redeem them, and
               to invest all kinds of funds and considerations which the Company
               obtains by the above-mentioned means, in any way or manner which
               the Company deems convenient, as well as to register and receive
               mortgages and liens to the Company's credit.

        (e)    To purchase all kinds of shares, companies or rights from any
               corporate, or to belong in any other manner to bodies or
               corporations as mentioned above, dealing in the same business in
               which this Company is entitled to deal in, or which may provide
               for the efficiency of the Company's business or its objectives.

        (f)    To divide among the Company's members the Company's assets, or
               part thereof, in any manner which the Company should deem
               convenient, provided that any division which brings about a
               reduction or a decrease or a limitation in the Company's capital
               shall be undertaken only in keeping to the provisions in the law.

        (g)    To merge with any Company, or any other juridical entity, and to
               associate with all kinds of companies, partnerships and other
               bodies for purposes of the Company's business.

        (h)    To purchase the assets, business and goodwill of any person,
               partnership, Company, corporation or body which deals in business
               having similar objectives as those of the Company, as well as to
               deal in the assets of any such person, partnership, corporation,
               company or body, and to take upon itself its obligations or part
               thereof.

        (i)    To purchase shares, stock or securities of any company,
               corporation or enterprise, and to deal with them, insofar as such
               purchase or such dealings can assist in promoting the Company's
               business.

        (j)    To purchase patents, rights on patents, trademarks and secret
               processes and to deal therein, to grant on them or part thereof
               rights or benefits as well as to sell them or part thereof, or to
               assign them in any other way.

        (k)    To hire and get into contract with workers, employees,
               contractors, clerks, agents, and other persons for purposes of
               the Company business.

        (l)    To perform all things which the Company is entitled to perform in
               accordance with the powers and authorities granted to the Company
               in accordance with the provisions of the Companies Ordinance, or
               in accordance with any other legislation, and to perform any act
               or deed which the Company deems to be attached or to be a part of
               all of the above-mentioned objectives, or any part thereof, and
               each and everyone of the above-mentioned objectives shall be
               considered an objective per se for which the Company was
               established, and independent of any other objective.

3.  The members' responsibility is limited.

4.

        (a)    The share capital of the Company is ten million (10,000,000)
               Ordinary Shares of no nominal value.

        (b)    The rights granted by the shares shall comply with the provisions
               stated in the Company's Statutes from time to time.

        (c)    The Company shall be entitled to issue the original or enlarged
               share stock, in full or in part, with preferential shares as
               regards voting rights, dividends, under the conditions
               established from time to time by resolution of the General
               Assembly.

               The rights granted at any given time to every type of the
               Company's stock shares may be changed, increased or dealt with in
               any manner provided for in the Statues of the Company, as they
               should be in force at the time.

        (d)    The Company shall be entitled to increase its capital and to
               issue new shares, whether ordinary or with preferential rights,
               priority rights, or other special rights, as per the conditions
               that the Company should deem convenient. The Company shall also
               be entitled to divide the registered and existing shares to
               different types with bundles of rights, different rights or
               special rights.

5. Each shareholder resolution shall be adopted by the holders of a simple
majority of the voting rights participating in such vote.

The persons whose names and their addresses are stated hereunder wish to
associate as a Company as per the provisions of this Memorandum of Association,
and we agree to subscribe the number of shares of the Company capital indicated
next to our names:

<TABLE>
<CAPTION>
        Name                I.C.             Address          Number of      Shares            Signature
                                                               Ord. "A"      Ord. "B"
<S>                    <C>              <C>                      <C>                <C>             <C>
1) Idith Tamir         6929731          Jabotinsky         200                199         (signed)
                                        14,Givataim
2)Kalman Ruttenberg    6929729          Allenby 113,              -                  1          (signed)
                                        Haifa
</TABLE>
Date: 7/1/1990

Witness to the above signatures: (signed) Doron Levy, Attorney-at Law

Registrar of Companies 2/85