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                                                                     EXHIBIT 1.1

Articles of Association
of E.ON AG
As of January 2006

(E.ON LOGO)

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ARTICLES OF ASSOCIATION OF E.ON AG
(Only the German version is legally binding)

GENERAL PROVISIONS

SEC. 1

(1) The name of the Corporation is E.ON AG. It has its registered office in
Duesseldorf.

(2) The financial year shall be the calendar year.

PURPOSE OF THE CORPORATION

SEC. 2

(1) Corporate purpose shall be the supply of energy (primarily electricity and
gas) and water as well as the provision of disposal services.

The Company's activities may encompass the generation and/or production,
transmission and/or transport, purchasing, selling and trading. Plants of all
kinds may be built, purchased and operated; services and cooperations of all
kinds may be performed.

(2) Furthermore, the Company shall be entitled to run businesses in the chemical
sector, primarily in the special and constructional chemistry areas, as well as
in the real estate industry and telecommunications sector.

(3) The Company may operate in the business areas listed in Para. 1 or related
areas either by itself or through subsidiaries or associated companies. The
Company shall be entitled to take all actions and measures that are connected
with the corporate purpose or are suitable for serving it directly or
indirectly.


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ARTICLES OF ASSOCIATION OF E.ON AG
(Only the German version is legally binding)

(4) The Company may also establish, acquire or take an interest in other
companies, particularly in those whose corporate purpose wholly or partly covers
the business areas listed in Para. 1. In addition, the Company shall be entitled
to acquire stakes in companies of all kinds, primarily to invest funds. It may
make structural changes in companies in which it is holding an interest,
consolidate them under central management or confine itself to managing them as
well as dispose of its participations.

CAPITAL STOCK AND SHARES

SEC. 3

(1) The capital stock shall total EUR1,799,200,000.00 and consist of
692,000,000 bearer shares without nominal value.

(2) Subject to the approval of the Supervisory Board, the Board of Management is
authorized to increase the Company's share capital until April 27, 2010, by up
to EUR540,000,000 by issuing new bearer shares with no-par value against
contribution in cash and/or in kind once or several times (authorized capital
pursuant to Sections 202 et seq. of the German Stock Corporation Act [AktG]).

If the share capital is increased against cash contributions, the shareholders
must be granted a subscription right. The Board of Management is, however,
authorized to exempt fractional amounts from the shareholders' subscription
right and to exclude the subscription right also in this respect, subject to the
approval of the Supervisory Board, to the extent necessary to grant a
subscription right to new


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ARTICLES OF ASSOCIATION OF E.ON AG
(Only the German version is legally binding)

shares to the holders of debentures with conversion or option rights,
respectively, conversion obligations, which are issued at the time the
authorized capital is utilized, to such an extent as such holders would be
entitled to after having exercised the conversion or option right, respectively,
in the case of a mandatory conversion.

Subject to the approval of the Supervisory Board, the Board of Management is
furthermore authorized to exclude the shareholders' subscription right when
issuing shares in an amount of up to ten percent of the share capital at the
time of issuance-however, only insofar as under the exclusion of the
shareholders' subscription right and under application of Section 186 paragraph
3 sentence 4 of the German Stock Corporation Act (AktG) no use has been made of
an authorization of the Shareholders Meeting to issue debentures with conversion
or option rights, respectively, conversion obligations on the one hand or to
sell shares, which had been acquired based on an authorization of the
Shareholders Meeting for the acquisition of own shares, on the other hand. In
the case of an exclusion of the subscription right of this kind, the issue price
of the new shares may not fall significantly below the stock market price.

Subject to the approval of the Supervisory Board, the Board of Management is
furthermore authorized to exclude the shareholders' subscription right when
issuing shares to individuals who are employed by the Company or an enterprise
affiliated with it.

Subject to the approval of the Supervisory Board, the Board of Management is
finally authorized to exclude the shareholders' subscription right when issuing
shares against contributions in kind.


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ARTICLES OF ASSOCIATION OF E.ON AG
(Only the German version is legally binding)

The Board of Management is authorized to determine the further terms and the
further implementation details of the capital increases with the approval of the
Supervisory Board.

The Supervisory Board is authorized to revise the wording of Section 3 of the
Articles of Association after complete or partial consummation of the increase
of the share capital in accordance with the respective utilization of the
authorized capital and-if the authorized capital has not been utilized at all
or not completely by April 27, 2010-after the expiration of the authorization
period.

(3) The capital stock shall be conditionally increased by up to EUR175,000,000.
The conditional increase shall only be carried out insofar as the creditors of
bonds with conversion rights or conversion obligations or the holders of option
rights, which will be issued under the authorization given by the Shareholders'
Meeting on April 30, 2003 by the Company or companies in which the former is
directly or indirectly holding a majority interest, make use of their conversion
or option rights or insofar as this is necessary for the fulfilment of
conversion obligations and no own shares are used for servicing. The new shares
shall participate in profits from the commencement of the financial year in
which they come into being through the exercise of conversion or option rights
or the fulfilment of conversion obligations.

The Supervisory Board shall be authorized to adapt the wording of Sect. 3 of the
Articles of Association according to the utilization of the conditional capital.


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ARTICLES OF ASSOCIATION OF E.ON AG
(Only the German version is legally binding)

SEC. 4

(1) The Board of Management shall decide on the form and content of share
certificates, dividend coupons, and talons.

(2) The shareholders' right to securitize their shares and dividends is excluded
as long as rules valid at stock exchanges on which the share is listed do not
require them to be securitized. Certificates for multiple shares may be issued.

EXECUTIVE BODIES OF THE CORPORATION

SEC. 5

The executive bodies of the Corporation are:

1.   the Board of Management,

2.   the Supervisory Board, and

3.   the Shareholders' Meeting.

THE BOARD OF MANAGEMENT

SEC. 6

The Board of Management shall consist of at least two members. Deputy members
may be appointed. The Supervisory Board shall decide on the number of members as
well as on their appointment and dismissal.


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ARTICLES OF ASSOCIATION OF E.ON AG
(Only the German version is legally binding)

SEC. 7

The Corporation shall be legally represented by two members of the Board of
Management or by one member and an agent with full power of attorney
("Prokurist").

THE SUPERVISORY BOARD

SEC. 8

(1) The Supervisory Board shall consist of twenty members.

(2) The members of the Supervisory Board shall be elected with a tenure of
office until the end of the Shareholders' Meeting that rules on the actions of
the Board of Management and Supervisory Board for the fourth financial year
after their election; the financial year in which they are elected is not
counted.

(3) A substitute shall be elected for the remaining tenure of office of a member
who has left the Supervisory Board.

(4) Any member of the Supervisory Board may resign from office subject to two
weeks' written notice submitted to the Chairman of the Supervisory Board.


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ARTICLES OF ASSOCIATION OF E.ON AG
(Only the German version is legally binding)

SEC. 9

(1) The Supervisory Board shall elect a Chairman and a Deputy Chairman.

(2) If the Chairman or Deputy Chairman resigns from the Supervisory Board prior
to the end of the tenure of office, the Supervisory Board shall immediately hold
new elections.

SEC. 10

(1) The Supervisory Board shall oversee the conduct of business by the Board of
Management as stipulated by law.

(2) All matters which the Board of Management wishes the Shareholders' Meeting
to address shall first be submitted to the Supervisory Board.

SEC. 11

(1) The Supervisory Board shall be convened by written notice sent by the
Chairman or his Deputy, stating the agenda, the place, and time of the meeting.
In urgent cases, convening may be effected verbally, by telephone, by telefax or
via electronic media.

(2) The Chairman shall be obliged to call a meeting of the Supervisory Board if
requested to do so by any member of the Supervisory Board or the Board of
Management.


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ARTICLES OF ASSOCIATION OF E.ON AG
(Only the German version is legally binding)

SEC. 12

(1) The Supervisory Board shall be considered to have a quorum if all its
members have been summoned to a meeting and at least one-half of the members of
whom it is to consist participate in the voting.

(2) Absent members of the Supervisory Board may participate in adopting
resolutions by submitting their votes in writing via other members of the
Supervisory Board.

(3) Resolutions shall be adopted by a simple majority of the votes cast unless
otherwise stipulated by law.

(4) In the event of a tie vote in the Supervisory Board, and when a new vote is
taken on the same matter which results in a second tie vote, the Chairman of the
Supervisory Board shall have two votes. Sec. 108, subsection 3 of the AktG shall
also be applied to the casting of the second vote. The Deputy Chairman shall not
be entitled to a second vote. The Chairman shall determine the order of
proceedings at meetings and the manner of voting. In the event of a tie vote,
the Chairman shall decide whether a second vote is to be taken at the same
meeting.

(5) Minutes of debates and resolutions of the Supervisory Board shall be taken
and signed by the Chairman or his Deputy.


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ARTICLES OF ASSOCIATION OF E.ON AG
(Only the German version is legally binding)

SEC. 13

(1) For the purpose of passing Supervisory Board resolutions, votes may also be
casted in writing, by telephone or telefax or via electronic media. The result
shall be placed on record by the Chairman.

(2) The regulations on oral voting shall apply accordingly.

SEC. 14

Legally binding declarations of the Supervisory Board shall be issued in its
name by the Chairman or his Deputy.

SEC. 15

(1) Besides the reimbursement of their expenses incurred, which also include the
VAT to be paid on their remuneration, the members of the Supervisory Board shall
receive a fixed allowance in the amount of EUR55,000.00 for each financial
year. In addition, they shall receive-subject to the distribution of a dividend
to the Company's shareholders of at least four percent of the share capital
being guaranteed-for each financial year

-    a variable allowance in an amount of EUR115.00 for each EUR0.01 exceeding
     a dividend of EUR0.10 for each no-par value share distributed to the
     shareholders for the previous financial year, and


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ARTICLES OF ASSOCIATION OF E.ON AG
(Only the German version is legally binding)

-    an additional variable allowance in an amount of EUR70.00 for each
     EUR0.01 by which the average earnings per share resulting from the
     consolidated profit as reported in the Company's annual report according to
     the respective applicable accounting principles exceeds an amount of
     EUR2.30 for the last three financial years.

Members of the Supervisory Board, who were members of the Supervisory Board or a
committee for only part of a year, shall receive a pro-rata temporis allowance
for each inchoate month of their activity. The fixed allowance is payable after
the end of the financial year. The variable allowances are payable after the end
of the Shareholders Meeting, deciding about the discharge of the members of the
Supervisory Board for the respective prior financial year.

(2) The Chairman of the Supervisory Board shall in total receive three times the
amount, his deputy and each Chairman of a Supervisory Board committee in total
two times the amount and each member of a committee in total one and a half
times the amount of the allowance.

(3) Furthermore, when taking part in the meetings of the Supervisory Board and
the Supervisory Board committees, the members of the Supervisory Board shall be
paid an attendance fee amounting to EUR1,000 for each day of the meeting.

(4) The Company may take out a third-party liability insurance for the members
of the Supervisory Board that covers the legal liability from boardroom
activity.


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ARTICLES OF ASSOCIATION OF E.ON AG
(Only the German version is legally binding)

SHAREHOLDERS' MEETING

SEC. 16

The Shareholders Meeting shall be convened by the Board of Management or, when
required by law, by the Supervisory Board at least 30 days prior to the day by
the end of which the shareholders are required to register prior to the meeting
(see Section 18).

SEC. 17

The Shareholders' Meeting shall be held in the city in which the Corporation has
its registered office or in another major German city (deutsche Grossstadt).
It shall be convened by the Board of Management in agreement with the Chairman
of the Supervisory Board.

SEC. 18

(1) Only shareholders who have registered in text form (Section 126b of the
German Civil Code [BGB]) in the German or English language no later than by the
end of the seventh day prior to the day of the Shareholders Meeting have the
right to participate in the Shareholders Meeting and to exercise the voting
right.

(2) In addition, the shareholders must prove their right to participate in the
Shareholders Meeting and to exercise the voting right. This must occur by the
end of the seventh day prior to the day of the Shareholders Meeting by
presenting proof about the shareholding in text form (Section 126b of the German
Civil Code [BGB]) in the German or English language issued by the institution
where the


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ARTICLES OF ASSOCIATION OF E.ON AG
(Only the German version is legally binding)

shares are deposited and which must relate to the beginning of the 21st day
prior to the Shareholders' Meeting.

(3) If shares are deposited with a notary, the confirmation thereof shall be
submitted to the Corporation no later than the day after expiration of the
deposit deadline.

(4) If no share certificates have been issued, the Board of Management shall
determine the prerequisites for the shareholders' participating in the
Shareholders' Meeting in the notice calling said meeting.

SEC. 19

(1) The Shareholders' Meeting shall be chaired by the Chairman of the
Supervisory Board or, in his absence, another Supervisory Board member nominated
by the Supervisory Board.

(2) The Chairman of the Shareholders' Meeting shall conduct the negotiations and
decide on the sequence of the matters at issue. He shall determine the type,
form and sequence of votings. If so announced in the notice of the Shareholders'
Meeting, the Chairman of the Shareholders' Meeting may allow the recording and
the transmission of the Shareholders' Meeting also via electronic or other
media.


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ARTICLES OF ASSOCIATION OF E.ON AG
(Only the German version is legally binding)

SEC. 20

(1) The voting right may be exercised by proxies. Voting proxies may be granted
in writing, by telefax or in an electronic manner to be defined in more detail
by the Company. The details of the electronic granting of voting proxies shall
be published in the newspapers authorized to publish company announcements along
with the notice of the Shareholders' Meeting.

(2) The Chairman of the Shareholders' Meeting shall rule on the contested
validity of powers of attorney.

SEC. 21

(1) Resolutions of the Shareholders' Meeting shall be adopted by a simple
majority of votes and, if a capital majority is required, by a simple majority
of the capital, unless otherwise imperatively stipulated by law or the Articles
of Association.

(2) If none of the candidates in an election obtains a majority of the cast
votes, a new election shall be held between the two candidates who received the
highest number of votes.

(3) At the Annual Shareholders' Meeting, each share shall entitle the holder to
one vote.


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ARTICLES OF ASSOCIATION OF E.ON AG
(Only the German version is legally binding)

ANNUAL FINANCIAL STATEMENTS AND PROFIT DISTRIBUTION

SEC. 22

(1) The Shareholders' Meeting held each year within the statutory period of
eight months for acceptance of the approved Financial Statements and the
Consolidated Financial Statements approved by the Supervisory Board or, in the
cases provided for by law, for approval of the Financial Statements and passing
of a resolution on the appropriation of profits shall also pass resolutions on
the discharge of the Board of Management and the Supervisory Board as well as on
the appointment of the auditors (Ordinary Shareholders' Meeting).

(2) When deciding about the appropriation of profits, the Shareholders' Meeting
may also resolve that a distribution in kind is distributed instead of or in
addition to a cash distribution.

OFFICIAL ANNOUNCEMENTS

SEC. 23

All official announcements shall be released in the media stipulated by law or
regulation.


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CONCLUDING PROVISIONS

SEC. 24

The Supervisory Board shall be empowered to decide by resolution on amendments
to the Articles of Association that affect only their wording.