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Exhibit 1 Unofficial English translation of the German original text Articles of Incorporation of Swisscom AG  1.
    
    Name, Registered Office and DurationUnder the nameSwisscom AGSwisscom SASwisscom Ltdthere exists a joint-stock corporation pursuant to Art. 2 ff. of the TUG
(Telecommunications Enterprise Act of 30 April 1997) and the Code of
Obligations with registered office in 3063 Ittigen.The duration of the Corporation is unlimited.2.
    
    PurposeThe purpose of the Corporation is to provide telecommunications and
radiocommunication services in and outside Switzerland, and to offer products
and services related thereto.The Corporation may enter into all transactions which the business purpose
entails, including the purchase and sale of real estate, the procurement and
investment of funds on the money and capital markets, the establishment and
purchase of interests in corporations and other means of co-operation with
third parties.3.
    
    Share capital and Shares3.1
    
    Share Capital, Types of Shares, Par Value and Amounts Paid in3.1.1
    
    The share capital of the Corporation is CHF 66,203,261 divided into
66,203,261 registered shares with a par value of CHF 1 each. The shares are
fully paid in.3.1.2
    
    The Corporation may at any time convert registered shares into bearer
shares and bearer shares into registered shares by changing the Articles of
Incorporation.3.2
    
    Certification of Shares3.2.1
    
    The shareholder may at any time request the Corporation to issue a
confirmation of the number of shares held by such shareholder. The shareholder
is not, however, entitled to request the printing and delivery of certificates
for registered shares. The Corporation may, on the other hand, at any time
print and deliver certificates for registered shares, and may, with the consent
of the shareholder, destroy without replacement issued certificates that are
delivered to it.3.2.2
    
    Uncertificated registered shares, including any uncertificated rights
arising therefrom, may only be transferred by assignment. The assignment must
be notified to the Corporation in order to be valid.3.2.3
    
    Uncertificated registered shares and the pecuniary rights associated
thereto may only be pledged by a written agreement, and only in favor of the
bank at which the shareholder holds such shares in book-entry form. It is not
necessary to inform the Corporation of the pledge.3.2.4
    
    In the event that shares are printed, they shall bear the signatures of
two members of the Board of Directors. These signatures may be facsimile
signatures.3.2.5
    
    The Corporation may in any event issue certificates pertaining to a
number of shares.3.3
    
    Share Register3.3.1
    
    The Board of Directors shall maintain a Share Register for registered
shares in which the owners and usufructuaries shall be recorded with their name
and address or with their firm name and registered office.3.3.2
    
    Only persons who are registered in the Share Register shall be considered
shareholders or usufructuaries of shares vis-à-vis the Corporation.3.3.3
    
    The Board of Directors shall regulate the responsibilities for
maintaining the Share Register as well as the conditions and competences for
acknowledging persons as shareholders or usufructuaries with or without voting
rights, as well as their entry in the Share Register.3.4
    
    Shareholding by the Swiss GovernmentAccording to Art. 6 para. 1 TUG, the Swiss Confederation holds the majority of
voting rights and capital of the Corporation.  3.5
    
    Transfer Restrictions3.5.1
    
    As long as the shares of the Corporation are not listed on an exchange,
there is no restriction on their transferability.3.5.2
    
    After listing of the shares on the exchange, the following rules shall
apply:  a.
    
    The Board of Directors may refuse the approval of an acquirer of shares
as a shareholder or usufructuary with voting rights if the holding of this
shareholder, together with his shares already registered with voting
rights in the Share Register, exceeds the limit of 5% of all registered
shares recorded in the Commercial Register. As to the excess shares, the
acquirer will be registered in the Share Register as a shareholder or
usufructuary without voting rights.The Board of Directors may approve an acquirer of shares with more than 5%
of all registered shares as a shareholder or usufructuary with voting rights
in particular in the following exceptional cases:  (1)
    
    in case of the acquisition of shares due to a merger or combination
of businesses;(2)
    
    in case of the acquisition of shares due to a contribution in kind
or a share exchange;(3)
    
    for the foundation of a long-term co-operation or a strategic
alliance by equity interest.  Legal entities and business associations that are linked together by
capital, voting power, management or in another manner, as well as all
persons, entities and partnerships that are acting in concert by agreement,
syndicate or in another manner with a view to circumvent the percentage
limit, shall be deemed as one person.b.
    
    The restriction of letter a) also applies, subject to Art. 652b para. 3
and 653c para. 3 CO, in the case of acquisition of registered shares by
exercise of subscription, option and conversion rights. The restriction
shall not apply in an acquisition as a result of inheritance, the
apportionment of an estate or matrimonial law.c.
    
    The Board of Directors may refuse the recognition and registration as a
shareholder or usufructuary with voting rights if an acquirer of shares
does not expressly state on request that he has acquired the shares or the
usufruct of the shares in his own name and for his own account.d.
    
    The Board of Directors may delete the entry of a shareholder with voting
rights in the Share Register after hearing the concerned party if the
acquirer has obtained said entry by giving false information, in which
case he shall be recorded as a shareholder without voting rights. The
acquirer must be immediately informed of the deletion of the entry. 1




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3.6
    
    Facilitation of Exchange Trading of SharesIn order to facilitate the trading of the shares on the exchange, the Board of
Directors may, by means of regulations or by way of agreements, allow the
fiduciary registration of registered shares with voting rights exceeding the
limit mentioned in section 3.5 by fiduciaries who declare their status as
fiduciary (nominees, ADR-Depositary Banks). These parties must be subject to
supervision by a banking or financial market supervisory authority or otherwise
offer assurance of proper business conduct, must act for the account of one or
several parties unrelated to each other, and must be able to disclose to the
Corporation the names, addresses and the amount of shareholdings of the
beneficial owners of the shares.4.
    
    The Bodies of the CorporationThe bodies of the Corporation are:  a.
    
    Shareholders Meetingb.
    
    Board of Directorsc.
    
    Executive Boardd.
    
    Auditors  5.
    
    Shareholders Meeting5.1
    
    Powers of the Shareholders MeetingThe Shareholders Meeting is the supreme body of the Corporation. It has the
following powers:  a.
    
    Establishment and alteration of the Articles of Incorporation;b.
    
    Election and dismissal of the members of the Board of Directors, the
statutory auditors and the group auditors;c.
    
    Approval of the annual report and the consolidated financial statements;d.
    
    Approval of the annual financial statements as well as resolutions on the
allocation of the balance sheet profits, in particular the determination
of dividends;e.
    
    Release of the members of the Board of Directors and the Executive Board;f.
    
    Resolutions on those matters which are the prerogative of the
Shareholders Meeting by virtue of the law and the Articles of
Incorporation.  5.2
    
    Meetings5.2.1
    
    The ordinary Shareholders Meeting shall take place annually within six
months after the end of the fiscal year.5.2.2
    
    Extraordinary Shareholders Meetings shall be called as often as may be
necessary, in particular in the cases provided for by law.5.2.3
    
    The Board of Directors must convene extraordinary Shareholders Meetings
upon request by shareholders who represent at least ten percent of the share
capital. Such request must be in writing and must state the items to be put on
the agenda as well as the corresponding motions.5.3
    
    Convocation5.3.1
    
    The Shareholders Meeting is convened by the Board of Directors, if
necessary by the auditors.5.3.2
    
    The Shareholders Meeting is called at least 20 days before the date of
the meeting by communication in the means of publication of the Corporation.
The convocation may, in addition, be made by a letter (registered or ordinary
mail) to all registered shareholders at the addresses recorded in the Share
Register.5.3.3
    
    The notice of the meeting shall set forth the items on the agenda as well
as the motions of the Board of Directors and of the shareholders who have
requested that a Shareholders Meeting be called or an item be placed on the
agenda.5.4
    
    Agenda, Right to Put forward Motions5.4.1
    
    Resolutions on matters which have not been announced in conformity with
the procedures outlined in section 5.3 may be not passed, except in a meeting
where all shareholders are present. This provision shall not apply to proposals
to convene an extraordinary Shareholders Meeting or to initiate a special
audit.5.4.2
    
    On the other hand, no previous announcement is necessary to put forward
motions concerning items already on the agenda and to debate issues without
passing a resolution.5.4.3
    
    Shareholders who represent shares with a par value of at least CHF 40,000
may request that a motion is placed on the agenda. The request must be
communicated to the Board of Directors in writing, by stating the item on the
agenda and the corresponding motion, at least 45 days prior to the
Shareholders Meeting. 2




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5.5
    
    Presentation of the Business Report and the Auditors ReportThe business report and the report of the auditors together with the auditors
report on the consolidated financial statements must be presented at the
headquarters of the Corporation to the shareholders for inspection at least 20
days before the ordinary Shareholders Meeting. Reference must be made in the
invitation for the Shareholders Meeting to this presentation as well as to the
right of the shareholders to request to be delivered these documents.5.6
    
    Conduct of Shareholders Meetings5.6.1
    
    The Chairman shall chair the Shareholders Meeting. In the event that he
is unable to do so, another member of the Board of Directors or another person
elected by the Shareholders Meeting shall be Chairman for the duration of the
Meeting.5.6.2
    
    The Chairman shall designate the secretary and the vote counters, who
need not to be shareholders. He shall be responsible for the minutes, which
shall be signed by the Chairman and the secretary.5.7
    
    Resolutions5.7.1
    
    Every share registered with voting rights in the Share Register of the
Corporation shall be entitled to one vote.5.7.2
    
    Every shareholder may be represented at the Shareholders Meetings by
another shareholder with voting rights who has to present a written power of
attorney.5.7.3
    
    The Shareholders Meeting passes resolutions and conducts its elections
with an absolute majority of the votes validly cast, provided the law or the
Articles of Incorporation do not contain other provisions.5.7.4
    
    In the case of elections, if in the first round of voting a majority is
not reached, then a second round of voting shall take place in which the
relative majority shall be decisive.5.7.5
    
    The Chairman does not have a casting vote.5.7.6
    
    The Chairman shall determine the voting procedure for holding elections
and passing resolutions. He may adopt an electronic voting procedure. If
elections and resolutions are not held or taken by using an electronic voting
procedure, shareholders with a par value of at least CHF 40,000 may request a
written ballot.5.8
    
    Special Decision QuorumsIn addition to Art. 704 CO, a resolution of the Shareholders Meeting must be
passed by at least two-thirds of the represented votes and the absolute
majority of the represented par values for:  a.
    
    introduction of restrictions on voting rights;b.
    
    conversion of registered shares into bearer shares and vice versa;c.
    
    modifications of this provision.  6.
    
    Board of Directors6.1
    
    Composition, Election and Constitution6.1.1
    
    The Board of Directors shall consist of seven to nine members.6.1.2
    
    It shall, as a rule, be elected by the ordinary Shareholders Meeting for
a period of two years of office, subject to prior resignation or removal. The
term of office of members of the board shall commence upon election. A year of
office is taken to be the period of time from one ordinary Shareholders
Meeting until the closing of the next ordinary Shareholders Meeting. Members
of the Board of Directors who have reached the age of 70 shall retire from the
Board of Directors upon the date of the next ordinary Shareholders Meeting.
Members may serve a maximum of eight years of office on the Board of Directors.6.1.3
    
    The Swiss Confederation has the right to delegate two members of the
Board of Directors and to remove them if
necessary. The delegation shall be for a period of two years of office and can
be renewed. If a delegate has served on the Board of Directors for eight years
of office the delegation will no longer be renewed, unless the Federal Council
decides on an exceptional renewal of term. A year of office is taken to be the
period of time from one ordinary Shareholders Meeting until the closing of the
next ordinary Shareholders Meeting. The members of the Board of Directors
delegated by the Swiss Confederation have the same rights and obligations as
the members elected by the Shareholders Meeting.6.1.4
    
    The Board of Directors of the Corporation shall also include two
representatives of the employees (appropriate representation according to Art.
9 para. 3 TUG). The employees of the Corporation have the right to propose
candidates for the election.6.1.5
    
    The Shareholders Meeting appoints the Chairman of the Board of
Directors. All further organizational matters within the Board of Directors
shall be decided by the Board of Directors. 3




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6.2
    
    Powers and Duties6.2.1
    
    The Board of Directors is entrusted with the ultimate direction of the
Corporation and the supervision of the Executive Board. It represents the
Corporation toward third parties and attends to all matters which are not
reserved to another body of the Corporation by law, the Articles of
Incorporation or the regulations.6.2.2
    
    The Board of Directors delegates, in accordance with Art. 10 para. 1 TUG,
the executive management of the business of the Corporation to the Executive
Board. The Board of Directors shall enact Management and Board Regulations to
this effect and shall arrange for the appropriate contractual relationships.6.2.3
    
    The Board of Directors has the following non-delegable and irrevocable
duties:  a.
    
    Ultimate direction of the Corporation and issuance of the necessary
directives;b.
    
    Determination of the organization;c.
    
    Organization of the accounting, the financial control, as well as the
financial planning;d.
    
    Appointment and dismissal of the persons entrusted with management, and
the persons with signatory powers;e.
    
    Ultimate supervision of the persons entrusted with the management, in
particular with respect to compliance with the law, the Articles of
Incorporation, regulations and directives;f.
    
    Preparation of the business report, as well as the Shareholders Meeting
and implementation of the latters resolution;g.
    
    Notification of the court in the event liabilities exceed assets;h.
    
    Decision on authorized capital increases;i.
    
    Passing of implementing resolutions on ordinary, authorized and
conditional capital increases, and resolution on the amendments to the
Articles of Incorporation and the reports on the capital increases related
thereto;j.
    
    Examination of the professional qualifications of the specially qualified
Auditors.  6.3
    
    Passing of Resolutions6.3.1
    
    The organization of the meetings, the quorum and the passing of
resolutions of the Board of Directors shall be set forth in the Management and
Board Regulations of the Board of Directors.6.3.2
    
    The Chairman has the casting vote.6.3.3
    
    Minutes shall be kept of the deliberations and resolutions of the Board
of Directors. The minutes shall be signed by the Chairman and the secretary of
the Board of Directors.6.4
    
    RemunerationThe members of the Board of Directors are entitled to reimbursement of all
expenses incurred in the interests of the Corporation, as well as a
remuneration for their services that is adequate in view of their function and
responsibility. The amount of the remuneration due shall be fixed by the Board
of Directors.7.
    
    Executive BoardAccording to Art. 10 para. 1 TUG, the Executive Board, whose members are
elected by the Board of Directors, is in charge of the executive management of
the business of the Corporation.The Executive Board shall consist of one or several members who may not
simultaneously be members of the Board of Directors. Exceptions are permitted
for a limited period of time in extraordinary circumstances. The members of the
Executive Board need not be shareholders.  8.
    
    AuditorsThe Shareholders Meeting shall elect annually one or several persons or
entities as auditors who must fulfill the particular professional requirements
pursuant to Art. 727b CO. The auditors shall have the powers and duties as
provided for by law.The Shareholders Meeting shall elect annually one or several persons or
entities as group auditors. The group auditors may be the same persons who
function as statutory auditors.9.
    
    Fiscal YearThe fiscal year ends as per 31 December of each year, ending for the first time
on 31 December 1998.10.
    
    Allocation of ProfitsThe Shareholders Meeting shall decide on the allocation of the balance sheet
profits taking into consideration all statutory requirements (Art. 14 TUG and
Art. 671 CO).Dividends which have not been paid within five years after falling due will be
retained by the Corporation.11.
    
    Contribution in kindPursuant to Art. 23 TUG, the Corporation assumes and will continue assets in
the amount of CHF 15,529,896,471 and liabilities in the amount of CHF
13,380,221,089 of the telecommunications department of the PTT Services in
accordance with the decision by the Federal Council of 13 May 1998 (Art. 21
TUG) at a price of Fr. 2,149,675,382 as set forth in the opening balance sheet
as per 1.1.1998, for which 33,000,000 registered shares have been issued.12.
    
    Communications and NotificationsCommunications to the shareholders and notifications shall be made through
publication in the Swiss Official Commercial Gazette. The Board of Directors
may determine further means of publication. Communications to the registered
shareholders may, subject to Article 5.3, instead be validly made by letter
(registered or ordinary mail) to the addresses shown in the Share Register.13.
    
    Grammatical genderIn these Articles of Incorporation, each title and function designation in the
generic masculine is equally applicable to both sexes.   4




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These Articles of Incorporation have been definitively approved by the Federal
Council on 13 May 1998. The present Articles of Incorporation have been revised by the extraordinary
Shareholders Meeting on 26 August 1998. Berne, 26 August 1998 For the Shareholders Meeting
The Chairman: signed Gygi Article 3.1.1 of the present Articles of Incorporation has been revised by the
Board of Directors at its meeting of 1 October 1998. Berne, 1 October 1998 For the Board of Directors:
The Chairman of the meeting: signed Küpfer Article 5.7.6 of the present Articles of Incorporation has been revised by the
ordinary Shareholders Meeting on 30 May 2000. Zurich, 30 May 2000 For the Shareholders Meeting:
The Chairman: signed Rauh The articles 3.1.1, 6.1.2 and 6.1.3 of the present Articles of Incorporation
have been revised by the ordinary Shareholders Meeting on 29 May 2001. Zurich, 29 May 2001 For the Shareholders Meeting:
The Chairman: signed Rauh The articles 3.1.1, 5.4.3 and 5.7.6 of the present Articles of Incorporation
have been revised by the ordinary Shareholders Meeting on 30 April 2002. Zurich, 30 April 2002 For the Shareholders Meeting:
The Chairman: signed Rauh The articles 3.1.1, 5.4.3 and 5.7.6 of the present Articles of Incorporation
have been revised by the ordinary Shareholders Meeting on 6 Mai 2003. Zurich, 6 Mai 2003 For the Shareholders Meeting:
The Chairman: signed Rauh 5