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                                                                     EXHIBIT 1.1

                         THE COMPANIES ACTS 1985 to 1989

                        PUBLIC COMPANY LIMITED BY SHARES

                            MEMORANDUM OF ASSOCIATION

                                       OF

                               SCOTTISH POWER PLC

1.     The Company's name is SCOTTISH POWER plc (Note 1).

2.     The Company is to be a public company.

3.     The Company's registered office is to be situated in Scotland.

4.     The Company's objects are:- (Note 2)

4.1.1  To carry on the business of a holding company in all its branches, and to
       acquire by purchase, lease, concession, grant, licence or otherwise such
       businesses, options, rights, privileges, lands, buildings, leases,
       underleases, stocks, shares, debentures, debenture stock, bonds,
       obligations, securities, reversionary interests, annuities, policies of
       assurance and other property and rights and interests in property as the
       Company shall deem fit and generally to hold, manage, develop, lease,
       sell or dispose of the same; and to vary any of the investments of the
       Company, to act as trustees of any deeds constituting or securing any
       debentures, debenture stock or other securities or obligations; to enter
       into, assist, or participate in financial, commercial, mercantile,
       industrial and other transactions, undertakings and businesses of every
       description, and to establish, carry on, develop and extend the same or
       sell, dispose of or otherwise turn the same to account, and to
       co-ordinate the policy and administration of any companies of which this
       Company is a member or which are in any manner controlled by, or
       connected with the Company, and to carry on all or any of the businesses
       of capitalists, trustees, financiers, financial agents, company
       promoters, bill discounters, insurance brokers and agents, mortgage
       brokers, rent and debt collectors, stock and share brokers and dealers
       and commission and general agents, merchants and traders; and to
       manufacture, buy, sell, maintain, repair and deal in plant, machinery,
       tools, articles and things of all kinds capable of being used for the
       purposes of the above-mentioned businesses or any of them, or likely to
       be required by customers of or persons having dealings with the Company.

4.1.2  To carry on the businesses in all its branches of generating,
       transmitting, distributing and supplying electricity (including, but
       without prejudice to the foregoing generality, the business of a public
       electricity supplier under any authorisation or licence granted pursuant
       to the Electricity Act (or modification or re-enactment thereof) or any
       other statute or statutory instrument) or any other form of energy and to
       do anything which the

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         Company is empowered or required to do under or by virtue of any such
         authorisation or licence.

4.1.3    To carry on the businesses of manufacturing, supplying, servicing and
         dealing in all types of plant or equipment used in connection with the
         generation, transmission, distribution and supply of electricity or any
         other form of energy.

4.1.4    To explore for, produce, import or otherwise obtain any fuel or other
         raw materials for use in connection with the generation of electricity
         or any other form of energy and to process and deal in any such raw
         materials or any by-products thereof and to process and deal in any
         by-products which may be obtained from the activities of generating,
         transmitting, distributing or supplying electricity or any other form
         of energy.

4.1.5    To carry on the businesses in all their branches of retailers,
         suppliers and dealers in electrical appliances, household and general
         domestic equipment, fixtures and fittings and all kinds of goods,
         equipment, materials or installations connected with the use of
         electricity or any other form of energy whether for domestic,
         industrial, commercial or other purposes.

4.1.6    To carry on the business of a water undertaker, whether pursuant to an
         appointment or otherwise, including but not limited to the provision,
         operation, development, maintenance, improvement and extension of a
         system of water supply, the abstraction, collection, storage,
         treatment, distribution and supply of water, and the provision,
         operation, maintenance, improvement and extension of water mains and
         other pipes.

4.1.7    To carry on the business of a sewerage undertaker, including but not
         limited to the provision, operation, development, maintenance,
         improvement and extension of a system of a public sewers, the removal,
         treatment and disposal of waste, sewerage, sludge and other effluent,
         and the provision, operation, emptying, cleansing, maintenance,
         improvement and extension of sewers and drains.

4.1.8    To carry on all or any of the businesses of the running (whether under
         licence or otherwise), operating, managing, servicing, repairing and
         dealing in telecommunication and information systems and systems of all
         kinds for the conveyance by any means of sounds, visual images and
         signals of all kinds.

4.1.9    To provide engineering, construction, consultancy and design services
         and radio and other communications systems and services, and any
         facilities, equipment and installations whether related to such
         services and systems or otherwise.

4.1.10   To conduct, promote and commission research of all kinds and research
         and development activities of all kinds, whether related to the
         generation, transmission, distribution and supply of electricity or
         other form of energy or otherwise, and to exploit and turn to account
         the results of any such research or research and development carried
         out by or for the Company.

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4.1.11   To acquire by any means and hold and deal with any heritable, real or
         personal property or corporeal or incorporeal rights whatsoever,
         whether or not for the purposes of or in connection with any of the
         foregoing activities, and (without prejudice to the generality of the
         foregoing) to purchase, take on lease or in exchange, hire or otherwise
         acquire and hold any heritable or real property and any estate or
         interest in such property, including without limitation any lands,
         buildings, installations, structures, servitudes, easements, fishing
         rights, privileges and concessions and to use, exploit and develop the
         same.

4.1.12   To abstract and divert water from any appropriate source for use in
         connection with the generation of electricity, having regard to the
         preservation of amenity and fisheries.

4.1.13   To carry on any other trade or business whatever which, in the opinion
         of the Directors of the Company, can be advantageously carried on in
         connection with or ancillary to any of the above mentioned businesses
         or is calculated directly or indirectly to enhance the value of, or
         render profitable any of, the property or rights of the Company.

4.1.14   To carry on any other trade, business, including without limitation any
         utility business, or activity whatever which, in the opinion of the
         Directors of the Company, is or may be capable of being carried on
         directly or indirectly for the benefit of the Company.

4.2      To purchase or by any other means acquire and take options over any
property whatever, and any rights or privileges of any kind over or in respect
of any property.

4.3      To apply for, register, purchase, or by other means acquire and
protect, prolong and renew, whether in the United Kingdom or elsewhere, any
trade marks, patents, copyrights, trade secrets, or other intellectual property
rights, licences, secret processes, designs, protections and concessions and to
disclaim, alter, modify, use and turn to account and to manufacture under or
grant licences or privileges in respect of the same, and to expend money in
experimenting upon, testing and improving any patents, inventions or rights
which the Company may acquire or propose to acquire.

4.4      To acquire or undertake the whole or any part of the business,
goodwill, and assets of any person, firm, or company carrying on or proposing to
carry on any of the businesses which the Company is authorised to carry on and
as part of the consideration for such acquisition to undertake all or any of the
liabilities of such person, firm or company, or to acquire an interest in,
amalgamate with, or enter into partnership or into any arrangement for sharing
profits, or for co-operation, or for mutual assistance with any such person,
firm or company, or for subsidising or otherwise assisting any such person, firm
or company, and to give or accept, by way of consideration for any of the acts
or things aforesaid or property acquired, any shares, debentures, debenture
stock or securities that may be agreed upon, and to hold and retain, or sell,
mortgage and deal with any shares, debentures, debenture stock or securities so
received.

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4.5      To improve, manage, construct, repair, develop, exchange, let on lease
or otherwise, mortgage, charge, sell, dispose of, turn to account, grant
licences, options, rights and privileges in respect of, or otherwise deal with
all or any part of the property and rights of the Company.

4.6      To invest and deal with the moneys of the Company not immediately
required in such manner as may from time to time be determined and to hold or
otherwise deal with any investments made.

4.7      To lend and advance money or give credit an any terms and with or
without security to any person, firm or company (including without prejudice to
the generality of the foregoing any holding company, subsidiary or fellow
subsidiary of, or any other company associated in any way with, the Company), to
enter into guarantees, contracts of indemnity and suretyships of all kinds, to
receive money on deposit or loan upon any terms, and to secure or guarantee in
any manner and upon any terms the payment of any sum of money or the performance
of any obligation by any person, firm or company (including without prejudice to
the generality of the foregoing any such holding company, subsidiary, fellow
subsidiary or associated company as aforesaid).

4.8      To borrow and raise money in any manner and to secure the repayment of
any money borrowed, raised or owing by mortgage, charge, standard security, lien
or other security upon the whole or any part of the Company's property or assets
(whether present or future), including its uncalled capital, and also by a
similar mortgage, charge, standard security, lien or security to secure and
guarantee the performance by the Company of any obligation or liability it may
undertake or which may become binding on it.

4.9      To draw, make, accept, endorse, discount, negotiate, execute and issue
cheques, bills of exchange, promissory notes, bills of lading, warrants,
debentures, and other negotiable or transferable instruments.

4.10     To apply for, promote, and obtain any Act of Parliament, order, or
licence of the Department of Trade Or other authority for enabling the Company
to carry any of its objects into effect, or for effecting any modification of
the Company's constitution, or for any other purpose which may seem calculated
directly or indirectly to promote the Company's interests, and to oppose any
proceedings or applications which may seem calculated directly or indirectly to
prejudice the Company's interests.

4.11     To enter into any arrangements with any government or authority
(supreme, municipal, local, or otherwise) that may seem conducive to the
attainment of the Company's objects or any of them, and to obtain from any such
government or authority any charters, decrees, rights, privileges or concessions
which the Company may think desirable and to carry out, exercise, and comply
with any such charters, decrees, rights, privileges, and concessions.

4.12     To subscribe for, take, purchase, or otherwise acquire, hold, sell,
deal with and dispose of, place and underwrite shares, stocks, debentures,
debenture stocks, bonds, obligations or securities issued or guaranteed by any
other company constituted or

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carrying on business in any part of the world, and debentures, debenture stocks,
bands, obligations or securities issued or guaranteed by any government or
authority, municipal, local or otherwise, in any part of the world.

4.13     To control, manage, finance, subsidise, co-ordinate or otherwise assist
any company or companies in which the Company has a direct or indirect financial
interest, to provide secretarial, administrative, technical, commercial and
other services and facilities of all kinds for any such company or companies and
to make payments by way of subvention or otherwise and any other arrangements
which may seem desirable with respect to any business or operations of or
generally with respect to any such company or companies.

4.14     To promote any other company for the purpose of acquiring the whole or
any part of the business or property or undertaking or any of the liabilities of
the Company, or of undertaking any business or operations which may appear
likely to assist or benefit the Company or to enhance the value of any property
or business of the Company, and to place or guarantee the placing of,
underwrite, subscribe for, or otherwise acquire all or any part of the shares or
securities of any such company as aforesaid.

4.15     To sell or otherwise dispose of the whole or any part of the business
or property of the Company, either together or in portions, for such
consideration as the Company may think fit, and in particular for shares,
debentures, or securities of any company purchasing the same.

4.16     To act as agents or brokers and as trustees for any person, firm or
company, and to undertake and perform sub-contracts.

4.17     To remunerate any person, firm or company rendering services to the
Company either by cash payment or by the allotment of shares or other securities
of the Company credited as paid up in full or in part or otherwise as may be
thought expedient.

4.18     To distribute among the members of the Company in kind any property of
the Company of whatever nature.

4.19     To pay all or any expenses incurred in connection with the promotion,
formation and incorporation of the Company, or to contract with any person, firm
or company to pay the same, and to pay commissions to brokers and others for
underwriting, placing, selling, or guaranteeing the subscription of any shares
or other securities of the Company.

4.20     To support and subscribe to any charitable or public object and to
support and subscribe to any institution, society, or club which may be for the
benefit of the Company or its directors or employees, or may be connected with
any town or place where the Company carries on business; to give or award
pensions, annuities, gratuities, and superannuation or other allowances or
benefits or charitable aid and generally to provide advantages, facilities and
services for any persons who are or have been directors of, or who are or have
been employed by, or who are serving or

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have served the Company, or any company which is a subsidiary of the Company or
the holding company of the Company or a fellow subsidiary of the Company or the
predecessors in business of the Company or of any such subsidiary, holding or
fellow subsidiary company and to the wives, widows, children and other relatives
and dependants of such persons; to make payments towards insurance including
insurance for any director, officer or auditor against any liability in respect
of any negligence, default, breach of duty or breach of trust (so far as
permitted by law); and to set up, establish, support and maintain superannuation
and other funds or schemes (whether contributory or non-contributory) for the
benefit of any of such persons and of their wives, widows, children and other
relatives and dependants; and to set up, establish, support and maintain profit
sharing or share purchase schemes for the benefit of any of the employees of the
Company or of any such subsidiary, holding or fellow subsidiary company and to
lend money to any such employees or to trustees on their behalf to enable any
such schemes to be established or maintained.

4.21     Subject to and in accordance with the provisions of the Act (if and so
far as such provisions shall be applicable) to give, directly or indirectly,
financial assistance for the acquisition of shares or other securities of the
Company or of any other company or for the reduction or discharge of any
liability incurred in respect of such acquisition.

4.22     To procure the Company to be registered or recognised in any part of
the world.

4.23     To do all or any of the things or matters aforesaid in any part of the
world and either as principals, agents, contractors or otherwise, and by or
through agents, brokers, sub-contractors or otherwise and either alone or in
conjunction with others.

4.24     To do all such other things as may be deemed incidental or conducive to
the attainment of the Company's objects or any of them.

4.25     AND so that:-

4.25.1   None of the objects set forth in any sub-clause of this clause shall be
         restrictively construed but the widest interpretation shall be given to
         each such object, and none of such objects shall, except where the
         context expressly so requires, be in any way limited or restricted by
         reference to or inference from any other object or objects set forth in
         such sub-clause, or by reference to or inference from the terms of any
         other sub-clause of this clause, or by reference to or inference from
         the name of the Company.

4.25.2   None of the sub-clauses of this clause and none of the objects therein
         specified shall be deemed subsidiary or ancillary to any of the objects
         specified in any other such sub-clause, and the Company shall have as
         full a power to exercise each and every one of the objects specified in
         each sub-clause of this clause as though each such sub-clause contained
         the objects of a separate Company.

4.25.3   The word "company" in this clause, except where used in reference to
         the Company, shall be deemed to include any partnership or other body
         of

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         persons, whether incorporated or unincorporated and whether domiciled
         in the United Kingdom or elsewhere.

4.25.4   In this clause the expression "the Act" means the Companies Act 1985,
         but so that any reference in this clause to any provision of the Act
         shall be deemed to include a reference to any statutory modification or
         re-enactment of that provision for the time being in force.

5.       The liability of the members is limited.

6.       The Company's share capital is(pound)50,000 divided into 50,000 shares
         of(pound)1 each.
(Notes 3, 4, 5 and 6)

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WE, the subscribers to this Memorandum of Association, wish to be formed into a
Company pursuant to this Memorandum; and we agree to take the number of shares
shown opposite our respective names.

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Names and addresses of Subscribers            Number of shares taken
                                              by each subscriber
--------------------------------------------------------------------------------

1.       Jordans (Scotland) Limited           One
         24 Great King Street
         Edinburgh
         EH3 6QN

2.       Oswalds of Edinburgh Limited         One
         24 Great King Street
         Edinburgh
         EH3 6QN

                                              ----------------------------------

                          Total shares taken  Two

--------------------------------------------------------------------------------

Dated this 19th February 1999

Witness to the above Signatures:-             Cathie Balneaves
                                              24 Great King Street
                                              Edinburgh EH3 6QN

                                              Company Registration Agent

Notes:

(1)      By special resolution passed on 29 April 1999 which became effective on
         30 July 1999, the Company changed its name from New Scottish Power plc
         to Scottish Power plc.

(2)      By ordinary resolution passed on 29 April 1999, sub-clauses 4.1.2 to
         4.1.14 (inclusive) were adopted.

(3)      On 22 February 1999 the Company's share capital was increased to
         (pounds)99,998 by the creation of 49,998 redeemable shares of (pounds)1
         each.

(4)      By ordinary resolution passed on 29 April 1999, each of the ordinary
         shares of (pounds)1 each in the Company's authorised capital were
         sub-divided into ordinary shares of 50 pence each.

(5)      By ordinary resolution passed on 29 April 1999, the authorised share
         capital of the Company was increased to (pounds)850,000,001 by the
         creation of an additional 1,699,800,004 ordinary shares of 50 pence
         each and one special rights non-voting redeemable preference share of
         (pounds)1.

(6)      By an ordinary resolution passed on 21 July 1999, the authorised share
         capital of the Company was increased to (pounds)1,500,000,001 by the
         creation of an additional 1,300,000,000 ordinary shares of 50 pence
         each ranking pari passu in all respects with the existing ordinary
         shares of 50 pence each in the capital of the Company.

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