**Exhibit
      1.1**


















































**BYLAWS**
























































**May
      4th, 2007**
















***Société
      Anonyme à Conseil d’Administration* (Limited Liability Company with a Board
      of**


**Directors)
      with a share capital of EUR 2,554,888,806**


**542
      062 559 R.C.S. Paris**


**Head
      office : 16, rue de la Ville l’Evêque – 75008 Paris**








**BYLAWS**





---








**SECTION
      I**





**LEGAL
      FORM  – CORPORATE NAME – CORPORATE PURPOSE**


**HEAD
      OFFICE  - TERM**




**ARTICLE
      1 – LEGAL FORM  OF THE COMPANY**





The
      company is a French S*ociété Anonyme à Conseil d’Administration* (Limited
      Liability Company with a Board of Directors).  It is governed by
      current and future laws and regulations applicable to limited liability
      companies and by these bylaws.





**ARTICLE
      2 – CORPORATE NAME**





The
      corporate name is Suez.





**ARTICLE
      3 – CORPORATE PURPOSE**





The
      corporate purpose of the company is the management and development of its
      current and future assets, in all countries and by all means and, in particular
      :





a)
            obtaining
                , purchasing, leasing and operating any and all concessions and companies
                involved in supplying towns with drinking or industrial water, the
                evacuation and treatment of waste water, drying and draining operations,
                irrigation and the development of all water transport, protection
                and
                storage structures.





b)
            obtaining
                , purchasing, leasing and operating any and all selling and service
                activities to local public authorities and private individuals with
                respect to urban development and management of the
                environment.





c)
            the
                design , development and performance of any and all projects and
                any and
                all public or private works on behalf of local public authorities
                and
                private individuals; the preparation and signing of any and all treaties,
                contracts and agreements relating to the performance of such projects
                and
                works.





d)
            the
                acquisition of any and all shareholdings  through the
                subscription, purchase, transfer, exchange or by any other means,
                of
                shares, interests, bonds and any and all other securities in companies
                already in existence or to be
                created.






2




e)
            obtaining
                , purchasing , assigning , conceding and operating of all patents,
                licenses and processes.





f)
            and,
                more generally, any and all industrial, commercial, financial, personal
                or
                real-estate transactions relating directly or indirectly to the corporate
                purpose or which are likely to favor and develop the business of
                the
                Company.




**ARTICLE
      4 – HEAD OFFICE**


The
      head
      office of the company is located at 16, rue de la Ville l’Evêque Paris, 8th
      District.




**ARTICLE
      5 – TERM  OF THE COMPANY**





The
      company will expire on December 31, 2040, barring extension or early
      dissolution.





**SECTION
      II**





**SHARE
      CAPITAL – SHARES - BONDS**





**ARTICLE
      6 – SHARE CAPITAL**





The
      share
      capital is EUR 2,554,888,806, made up of 1,277,444,403 shares of EUR 2
      par value each.





**ARTICLE
      7 – FORM AND RECORDING OF SECURITIES – IDENTIFICATION OF**


**HOLDERS
      – NOTIFICATIONS TO BE MADE TO THE COMPANY**





*1
      -               
Form of securities*





Fully
      paid-up shares may be held in registered or bearer form, at the option of the
      shareholder.





*2
      -               Recording
      of securities*





Shares
      and
      all other securities issued by the company are recorded in shareholder accounts
      in accordance with applicable law and regulations.





Where
      the
      securities exist in paper form, the Board of Directors may grant powers to
      any
      person, including someone from outside the company, to sign such
      securities.





*3
      -               Identification
      of securities*





The
      company may request, at any time and in accordance with applicable
      law  and regulations, the stock market clearing house to inform it of
      the name and, in the case of a corporate entity, the corporate name, nationality
      and address of holders of securities conferring immediate or future entitlement
      to vote at shareholder meetings, together with their individual shareholdings
      and, where appropriate, any restrictions attached to
      such  shares.





3




*4
      -               Mandatory
      notices to be made to the company*





All
      private individuals and legal entities, acting alone or in concert, who acquire
      or cease to hold, directly or indirectly, a fraction of the share capital equal
      to or greater than 1% or a multiple thereof, up to 34% of the share capital,
      are
      required to inform the Company, by registered letter with return receipt
      requested, within 5 days of the date on which one of these thresholds is
      crossed, of the total number of shares held directly, indirectly or in
      concert.





Failure
      to
      comply with the above requirement results in cancellation of the voting rights
      attached to those shares relating to the unreported fraction at all
      shareholders’ meetings held during a two-year period following the date of
      filing of the aforementioned notice. Application of this penalty is subject
      to a
      request by one or more shareholders holding at least 1% of the share capital
      of
      the Company. This request is recorded in the minutes of the General
      Meeting.





**ARTICLE
      8 – RIGHTS ATTACHED TO THE SHARES**





Each
      share, irrespective of its class, confers entitlement to a percentage of the
      company’s assets and the liquidation premium equal to the fraction of the share
      capital which the share represents, taking account, where appropriate, of
      capital redeemed and not redeemed, fully paid-up and not fully
      paid-up.





All
      shares, of all classes, currently making-up the share capital or which will
      in
      the future, shall be grouped together for tax purposes.  As such, all
      taxes and duties which, for whatever reason, fall due for certain shares only,
      as a result of the total or partial redemption of the par value of these shares,
      either during the term of the company or after its liquidation, shall be
      allocated against all shares making-up the share capital at the time of
      redemption, such that all current or future shares confer on their owners the
      same effective benefits and entitlement to receive the same net amount, taking
      account where applicable of the unredeemed par value of shares and the rights
      attached to the different classes of share.





Subject
      to
      legal provisions concerning voting rights at shareholder meetings and
      communication rights conferred on shareholders, shares are indivisible with
      regard to the company, such that joint holders of shares are represented at
      meetings by one of them or by a single representative, appointed by the courts
      in the event of disagreement.





Where
      it
      is necessary to hold several securities of a given type or a given class in
      order to exercise a right, particularly in the event of exchange or allotment
      of
      securities during a transaction  such as a share capital reduction,
      share capital increase by capitalization of reserves, merger or other, isolated
      securities and securities of insufficient number do not confer any rights
      enforceable against the company and shareholders must personally organize the
      grouping and, potentially, the purchase or sale of the necessary number of
      securities.





**ARTICLE
      9 – PAYING-UP OF SHARES**





The
      amount
      of shares issued as part of a share capital increase and to be paid up in cash
      is payable in accordance with the terms and conditions determined by the Board
      of Directors.





Calls
      for
      funds are brought to the attention of subscribers and holders of securities
      at
      least two months prior to the date set for each payment, by way of a notice
      printed in the journal of official legal announcements  distributed
      in  the area in which  the head office  are
      located.





4




All
      delays
      in payment of amounts due in respect of the unpaid-up amount of shares shall
      lead, ipso jure , and without the need for any legal procedures, to the payment
      of interest for each day late, calculated based on the legal interest rate
      plus
      three percentage points from the due date, without prejudice to any legal action
      which may be taken by the company against the defaulting holder and the
      enforcement  measures provided for by law.





**ARTICLE
      10 – OTHER SECURITIES**





The
      Ordinary General Meeting can decide to issue warrants and bonds, with
      potentially securities attached conferring entitlement, by all means, to debt
      securities, as well as the issue of all debt securities, or delegate the
      necessary powers to the Board of Directors to perform such issues and determine
      the terms and conditions.





The
      Extraordinary General Meeting can authorize, subject to applicable law and
      regulations, the issuance of all securities conferring entitlement, by
      conversion, exchange, redemption, presentation of a warrant or any other means,
      to the allotment of securities representing a share in the capital of the
      issuing company.





**SECTION
      III**





**BOARD
      OF DIRECTORS**





**ARTICLE
      11 – MEMBERS  OF THE BOARD OF DIRECTORS**





The
      company is managed by a Board made up of Directors appointed by Shareholder
      General Meetings.





Directors
      must number at least three and no more than eighteen.  However, in the
      event of a merger, this maximum of eighteen may be exceeded in accordance with
      the terms and within the limits set by applicable law.





Directors
      are appointed, re-elected and removed in accordance with applicable law and
      regulations.





The
      term
      of office is set at four years.  Nonetheless, a Director appointed to
      replace another Director whose term of office has not expired, shall only remain
      in office for the remaining period  of the term of office of his
      predecessor.





Each
      Director is required to hold at least two thousand shares in the
      company.





The
      number
      of Directors having reached the age of 70 years may not, at any time, exceed
      one
      third of the total number of Directors in office.  Where the number of
      Directors cannot be divided exactly by three, the result is rounded
      up.





Except
      in
      the event of termination  of the employment contract, where the
      Director is a salaried employee, or in the event of resignation, removal or
      death, the term of office of a Director shall expire at the end of the Annual
      General Meeting of shareholders held to approve the financial statements for
      the
      fiscal year then ended and held in the year during which the term of office
      of
      the Director expires.





5





**ARTICLE
      12 – CHAIRMAN OF THE BOARD OF DIRECTORS**





The
      Board
      of Directors elects a Chairman from among its members and, where it sees fit,
      one or several Vice-Chairmen.





Irrespective
      of the term  for which they are conferred, the  Chairman
      shall cease to perform his duties no later than the end of the Annual General
      Meeting of shareholders held to approve the financial statements for the fiscal
      year then ended and held in the year during which the Chairman reaches
      sixty-five years of age. However, the Board of Directors may, during the meeting
      following this General Meeting, on one or more occasions, extend this limit
      up
      to a maximum of five years.





Board
      meetings are chaired by the Chairman, or in his absence by the oldest
      Vice-Chairman present at the meeting, or failing this, a Director chosen by
      the
      Board at the beginning of the meeting.





The
      Chairman represents the Board of Directors. He organizes and directs the
      activities of the Board and reports thereon to shareholder meetings. He ensures
      the proper functioning of Company bodies and, in particular, that all directors
      are in a position to fulfil their duties.





**ARTICLE
      13 - DECISIONS OF THE BOARD OF DIRECTORS**





The
      Chairman convenes directors to meetings of the Board, or where he is unable
      to
      do so, by a Vice-Chairman, either at the head office or any other location
      indicated in  the notice of meeting. Where a meeting has not been
      called in
      over two months, a minimum of one-third of Directors may ask the Chairman to
      call a meeting to discuss a specific agenda. The Chief Executive Officer may
      also ask the Chairman to call a meeting of the Board of Directors to discuss
      a
      specific agenda.





Notice
      of
      meetings may be given by all means, including orally.





Decisions
      are made in accordance with the quorum and majority requirements provided for
      by
      applicable law. In the event of a split vote, the meeting Chairman has the
      power
      to cast the final deciding vote.





The
      Board
      appoints a secretary, who need not be a Director.





The
      Employee Works Council is represented at each Board meeting pursuant to the
      terms and conditions and in accordance with the procedures provided by
      applicable law.





Members
      of
      management may attend Board meetings at the request of the Chairman, where
      they
      act as consultants.




**ARTICLE
      14 - MINUTES**





The
      decisions of the Board of Directors are recorded in minutes prepared in a
      special register or on numbered separate sheets, in accordance with the terms
      of
      applicable law. These minutes bear the indications required by law and are
      signed by the Chairman of the meeting and at least one Director. Where the
      Chairman of the meeting cannot sign them, the minutes are signed by at least
      two
      Directors.





Copies
      or
      extracts of the minutes are certified either by the Chairman of the Board of
      Directors, the Chief Executive Officer, an Executive Vice-President, a Director
      temporary appointed to the office of Chairman or by a representative authorized
      for such purpose.





6





**ARTICLE
      15 – POWERS OF THE BOARD OF DIRECTORS**





The
      Board
      of Directors determines the strategic direction of Company activities and
      ensures its implementation.  It considers all issues concerning the
      proper functioning of the Company and settles all matters relating thereto,
      within the scope of the corporate purpose and subject to those powers expressly
      granted by law to shareholder meetings.





The
      Board
      of Directors performs all controls and verifications it considers
      appropriate.  Each Director receives all information necessary to the
      performance of his duties and may request any documents he or she considers
      necessary.





**ARTICLE
      16 – COMMITTEES**





The
      Board
      of Directors can decide to set up  committees responsible for
      studying  issues presented by the Board or its Chairman for
      review.  It determines the members and assignments of the committees,
      which exercise their activities under its responsibility.





The
      Board
      of Directors determines, where appropriate, the compensation of committee
      members, recorded in the income statement as overhead expenses.





**ARTICLE
      17 – DIRECTORS’ COMPENSATION**





The
      General Meeting may allocate to the Board of Directors, in respect of directors’
fees, a fixed annual sum the amount of which shall remain unchanged until a
      subsequent decision to the contrary has been made.





Exceptional
      compensation may also be allocated to Directors by the Board of Directors,
      in
      cases and in accordance with specific conditions provided by
      law.





**SECTION
      IV**





**GENERAL
      MANAGEMENT**





**ARTICLE
      18 – GENERAL MANAGEMENT**





The
      general management of the Company is assumed by either the Chairman of the
      Board
      of Directors or another individual appointed by the Board of Directors and
      bearing the title of Chief Executive Officer. Board of Directors’ decisions
      regarding the choice between these two general management approaches are made
      in
      accordance with these bylaws.





Shareholders
      and third parties are informed of this choice in accordance with the terms
      and
      conditions set by Council of State Decree.





The
      Chief
      Executive Officer is invested with the widest possible powers to act in all
      circumstances in the name of the Company.  He exercises these powers
      within the scope of the corporate purpose and subject to those powers expressly
      granted by law to shareholder meetings or the Board of Directors.





7




Irrespective
      of the term for which such powers are conferred, the duties of Chief Executive
      Officer shall cease no later than the end of the Annual General Meeting of
      Shareholders held to approve the financial statements of the fiscal year then
      ended and held in the year in which the Chief Executive Officer reaches
      sixty-five years of age.  However the Board of Directors can decide to
      extend such duties, on one or several occasions, up to a maximum of three
      years.





Where
      the
      Chief Executive Officer is a Director, the duration of his duties may not exceed
      that of his term of office as Director.





Where
      general management of the Company is assumed by the Chairman of the Board of
      Directors, the requirements of the bylaws and legislation relating to the Chief
      Executive Officer apply to him.





**ARTICLE
      19 – EXECUTIVE VICE-PRESIDENTS**





On
      the
      recommendation of the Chief Executive Officer, the Board of Directors can
      appoint one or several Executive Vice-Presidents up to a maximum of
      five.





Where
      an
      Executive Vice-President is a Director, the duration of his duties may not
      exceed that of his term of office as Director.





Irrespective
      of the term for which such powers are conferred, the duties of Executive
      Vice-President shall cease no later than the end of the Annual General Meeting
      of Shareholders held to approve the financial statements of the fiscal year
      then
      ended and held in the year in which the Executive Vice-President reaches
      sixty-five years of age.  However the Board of Directors can, on the
      recommendation of the Chief Executive Officer, decide to extend such duties,
      on
      one or several occasions, up to a maximum of three years.





With
      the
      approval of the Chief Executive Officer, the Board of Directors determines
      the
      extent and duration of powers delegated to Executive Vice-Presidents, who,
      nonetheless, have the same powers as the Chief Executive Officer in their
      dealings with third parties.





**ARTICLE
      20 – OBSERVERS**





The
      Ordinary General Meeting can appoint to the company one or several observers
      selected from among shareholders or elsewhere. Observers are appointed for
      a
      term of four years. This term expires at the end of the Annual General Meeting
      held to approve the financial statements of the fiscal year then ended and
      held
      in the year during which the term of office of the observer
      expires.





Observers
      can be reelected without limit; they may be removed from office at any time
      by a
      decision of the shareholders at a general meeting.





Observers
      may be appointed temporarily by the Board of Directors subject to ratification
      by the next General Meeting.





Observers
      are invited to attend Board of Directors’ meetings and act as consultants in the
      decision-making process.





8








**SECTION
      V**





**AUDIT
      OF THE COMPANY**


**ARTICLE
      21 - AUDITORS**





The
      auditors and deputy auditors are appointed and perform their engagement in
      accordance with applicable law.





Their
      compensation is determined in accordance with applicable
      regulations.





**SECTION
      VI**





**SHAREHOLDER
      MEETINGS**




**ARTICLE
      22 - CATEGORIES – MAKE-UP**





Shareholders'
      Meetings are considered to be "Extraordinary" when the decisions relate to
      a
      change in the bylaws and "Ordinary" in all other cases.





All
      shareholders, irrespective of the number of shares held, are entitled to attend
      meetings personally or be represented, on provision of proof of identity and
      ownership of the shares. Ownership of the shares is evidenced by an entry in
      the
      Company’s share register in the name of the shareholder (or of the intermediary
      acting on their behalf, in accordance with the seventh paragraph of Article
      L. 228-1 of the French Commercial Code) or in the register of bearer shares
      held by the applicable authorized intermediary. Such entries must be recorded
      by
      zero hours (Paris time), on the third working day preceding the
      Meeting.





All
      shareholders may also, if permitted by the Board of Directors or its Chairman
      when the shareholders’ meeting is convened, attend the meeting by video
      conference or by electronic communications means or remote transmission; the
      Company may, for this purpose, use an identification process meeting the
      conditions laid down in the first sentence of the second paragraph of Article
      1316-4 of the French Civil Code. Such shareholders are considered present at
      the
      meeting when calculating quorum and majority requirements.





Shareholders
      meetings, regularly called and held, represent all shareholders.





All
      shareholders are bound by decisions of shareholders meetings made in accordance
      with applicable laws and the bylaws.





**ARTICLE
      23 - MEETINGS**





Shareholders'
      meetings are convened and deliberate in accordance with the terms and conditions
      provided by law.





Meetings
      are held at the head office or at any other place in the same
*département* (French administrative division) or a neighboring
*département*.





The
      Chairman of the Board of Directors chairs meetings or, in his absence, by the
      oldest Vice-Chairman present at the meeting, or failing this, is a Director
      specially appointed for this purpose by the Board of Directors. Failing this
      again, the shareholders’ meeting appoints its own Chairman.





9




Minutes
      of
      the meeting are prepared and copies certified and filed in accordance with
      the
      law.





**ARTICLE
      24 – VOTING RIGHTS**





The
      voting
      rights attached to shares are in proportion to the percentage of share capital
      they represent and each share carries entitlement to at least one
      vote.





Where
      shares are subject to beneficial ownership, the voting rights attached to these
      shares are exercised by the beneficial owner at Ordinary and Extraordinary
      Shareholders' Meetings.





Double
      voting rights to those attached to other shares, in terms of the portion of
      share capital they represent, are attributed to all fully paid-up shares held
      in
      registered form for at least two years in the name of the same shareholder
      or of
      this shareholder and individuals whose rights he holds, either intestate or
      by
      virtue of a will, the division of marital property between spouses or *inter
      vivos* donation to a spouse or relative entitled to a share in the
      deceased’s estate.





In
      the
      event of an increase in share capital by capitalization of profits, reserves
      or
      additional paid-in capital, double voting rights shall be conferred, from
      issuance, on registered shares allotted for no consideration to shareholders
      in
      respect of existing shares which benefit from such rights.





Shareholders
      may vote by correspondence in accordance with the terms, conditions and
      procedures laid down by prevailing law and regulations. Shareholders may submit
      a proxy or correspondence voting form on paper or, subject to a decision by
      the
      Board of Directors published in the notice of meeting, by remote transmission;
      the Company may use for this purpose an identification process meeting the
      conditions provided for in the first sentence of the second paragraph of Article
      1316-4 of the French Civil Code.





**SECTION
      VII**





**ANNUAL
      FINANCIAL STATEMENTS – APPROPRIATION OF EARNINGS**





**ARTICLE
      25 – ANNUAL FINANCIAL STATEMENTS**





The
      company fiscal year starts on January 1 and ends on December 31.





Distributable
      earnings consist of net income for the year, less where appropriate prior year
      losses, amounts to be allocated to legal reserves and all other amount to be
      taken to reserves pursuant to the law, plus retained earnings.





**ARTICLE
      26 - DIVIDENDS**





The
      following amounts are deducted from distributable earnings :





1.
            The
                amount necessary to pay shareholders an initial dividend equal to
                5% of
                the fully paid-up and unredeemed value of their shares, without
                shareholders being entitled to claim payment of this dividend out
                of
                subsequent period profits, should profits of the period prove insufficient
                to cover this payment.





2.
            Amounts
                that the General Meeting, on the proposal of the Board of Directors,
                decide to transfer to retained earnings or allocate to the creation
                of
                reserves or contingency funds for the purpose of total or partial
                redemption of Company shares.







10




Any
      residual distributable earnings, after the above deductions, shall be allocated
      equally to shareholders, pro rata to the par value of their shares, as an
      additional dividend.





The
      Annual
      General Meeting which is convened to approve the financial statements for the
      fiscal year, can grant shareholders, for all or part of the dividend or interim
      dividend distributed, the choice between receiving payment of the dividend
      or
      interim dividend in cash or in shares of the company, in accordance with
      applicable law and regulations.





The
      Ordinary General Meeting can, on the recommendation of the Board of Directors,
      decide for all distributions of profits or reserves, the allocation of
      negotiable securities in the company’s portfolio, with obligation for
      shareholders, where applicable, to perform the necessary groupings in order
      to
      receive the number of securities so allocated.





**SECTION
      VIII**





**DISSOLUTION
      AND LIQUIDATION**


**ARTICLE
      27**





On
      the
      dissolution of the company, one or more liquidators shall be appointed by
      shareholders in a general meeting under quorum and majority requirements needed
      to hold Ordinary General Meetings.





The
      liquidator represents the company.  He is invested with the widest
      possible powers to sell corporate assets, including by amicable
      settlement.  He is authorized to pay creditors and distribute the
      residual available balance.





Shareholders
      in a general meeting can authorize the liquidator to honor contracts already
      in
      progress and enter into new contracts for the purposes of the
      liquidation.





Remaining
      net assets after repayment of the par value of shares is split between
      shareholders in the same proportion as their interest in the share capital
      of
      the company.





**SECTION
      IX**





**DISPUTES**




**ARTICLE
      28**





All
      disputes arising during the term of the company or its liquidation, between
      the
      company and its shareholders or between shareholders themselves, regarding
      corporate matters, shall be decided by the appropriate French courts having
      jurisdiction over the area in which the head office is located.





11