Exhibit
  1.1

Articles of Association of Celanese AG

I.
GENERAL PROVISIONS

§ 1 Name
and Registered Office

|(1) | The name of the
      Company is
|--- | --------------------------------

Celanese AG.

|(2) | The Company has its registered office in Kronberg i.
  T.
|--- | ---------------------------------------------------------

§ 2 Object
of the Company

|(1) | The Company directs, as a group holding company, a group of
      enterprises which carry on business, in particular, in the areas of
      chemicals and plastics.                                                                                                                                                                                                                                                                                                                                                                            
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|(2) | The Company may carry on business itself in the areas mentioned in
      subparagraph above as well as in other areas. It is entitled to take all actions
      and measures which relate to or which otherwise directly or indirectly
      serve its objectives.                                                                                                                                                                                                                                                                             
|(3) | The Company may also form, acquire, participate in enterprises, or
      bring them together under common control, in particular with regard to
      enterprises operating in the areas mentioned in subparagraph (1) above. It
      is entitled, mainly for investment purposes, to acquire interests in all
      kinds of enterprises. With regard to group companies and other enterprises
      in which it holds an interest, the Company may restrict itself to the
      administration of its interests, as well as dispose of
  it.

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§ 3 Capital Stock and Shares

The capital stock amounts
to Euro 142.945.371,02 (in words: Euro one hundred forty-two million nine
hundred forty-five thousand three hundred seventy-one comma zero two) and is
divided into 55,915,369 registered shares without par value.

§4 Share Certificates

|(1) | The form
      and contents of share certificates, dividend coupons and renewal coupons,
      if any, shall be determined by the Board of Management with the consent of
      the Supervisory Board. The same shall apply to debentures and interest
      coupons.                                                                                                                                 
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|(2) | The right
      of the shareholder to ask for certificates representing his shares is
      excluded to the extent legally permissible and unless certification is
      required under the rules of a stock exchange where the shares are listed.
      The Company may issue global certificates representing single shares
      (Einzelurkunden) as well as several shares
      (Sammelurkunden).

§ 5 Business Year

The business year is the
calendar year.

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II. CORPORATE GOVERNANCE

A. The
Board of Management

§ 6
Composition, Rules of Procedure

|(1) | The Board
      of Management shall consist of several members, the number of whom shall
      be determined by the Supervisory Board.                                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The Supervisory
      Board may appoint a member of the Board of Management as Chairman of the
      Board of Management.                                                                                                                                                                                                                          
|(3) | Resolutions of the
        Board of Management are passed by a simple majority of votes unless a
        greater majority is required by mandatory law. If resolutions are to be
        passed by a simple majority, in the case of a tie, the Chairman has the
        casting vote if the Board of Management consists of more than two persons.

§ 7
Power of Representation


|(1) | The
      Company is legally represented by two members of the Board of Management
      or by one member of the Board of Management together with an authorized
      signatory (Prokurist).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | No
      authorized signatory (Prokurist)shall be granted sole power of
      representation(Einzelprokura).                                                                                 

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B. The Supervisory Board

§ 8
Composition, Elections, Term of Office

|(1) | The
      Supervisory Board consists of twelve members. Six of the members shall be
      elected by the General Meeting and six members by the employees in
      accordance with the provisions of the German Co-Determination Act
      (Mitbestimmungsgesetz).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|(2) | The
      members are elected for the period up to the termination of the General
      Meeting which decides on the ratification of their acts for the fourth
      business year following commencement of their term of office, not counting
      the business year in which that term begins. The General Meeting may, when
      electing, determine a shorter period of office for the shareholders
      representatives.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(3) | Retiring
      members are eligible for re-election.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(4) | A member
      of the Supervisory Board may, upon written notice, at any time render his
      resignation to take effect at the termination of the next annual General
      Meeting. Immediate resignation is permitted for important reasons or with
      the approval of the Chairman of the Supervisory Board, or in case of
      resignation by the Chairman, with the approval of his
  deputy.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(5) | The
      General Meeting may appoint substitute members for the ordinary members of
      the Supervisory Board to be elected by the General Meeting. Such
      substitute members will become members of the Supervisory Board as
      provided in detail by such General Meeting when ordinary members retire
      prematurely. The term of office of a substitute member shall end with the
      termination of the General Meeting following his assumption of office as
      an ordinary member; if no election of a successor takes place at the next
      General Meeting, the term of office shall continue until the end of the
      term of office of the prematurely retired ordinary member of the
      Supervisory Board. Successors of ordinary members shall be elected for the
      remainder of the term of office of the retired
  member.

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§ 9 Chairman and Committees

|(1) | Following
      the General Meeting in which all of the members of the Supervisory Board
      to be elected by the General Meeting have been elected, a meeting of the
      Supervisory Board is held for which no special invitation to attend is
      required. At this meeting the Supervisory Board shall elect in accordance
      with the provisions of the German Co-Determination Act a Chairman and a
      Deputy Chairman for the duration of its term of office.                                                                                                                   
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|(2) | Following
      the election of the Chairman and the Deputy Chairman, the Supervisory
      Board shall form a committee which shall carry out the tasks defined in §
      31 subparagraph 3 of the German Co-Determination Act, and which shall be
      composed of the Chairman, his deputy and two other members, one of whom is
      elected by the members of the Supervisory Board representing the employees
      and the other one by the members of the Supervisory Board representing the
      stockholders, such other members being elected by a majority of the votes
      cast.
|(3) | If the
      Chairman or his deputy, or any of the other members mentioned in
      subparagraph (2), retires prematurely from office, the Supervisory Board
      immediately shall elect a successor for the remainder of the
      term.                                                                                                                                                                                                                                                                                                                                                        
|(4) | The
      Supervisory Board may, in addition to the committee mentioned in
      subparagraph (2), form other committees from among its members and, so far
      as legally permissible, delegate decision-making powers to
    them.                                                                                                                                                                                                                                                                                                                                                             

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§ 10 Convening of Meetings, Quorum, Voting

|(1) | The
      Supervisory Board draws up its own rules of procedure. The following
      provisions shall apply with respect to the convening of its meetings, its
      quorum, the adoption of resolutions and the conduct of meetings; the rules
      of procedure may provide additional rules.                                                                                                                                                                                                                             
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|(2) | The
      members of the Board of Management shall attend meetings of the Supervisory
      Board for consultation purposes, unless in an individual case the Supervisory
      Board or its Chairman, or in the latters absence his deputy, should decide
      otherwise.                                                                                                                                                                                                                                                 
|(3) | Meetings
      of the Supervisory Board are convened by the Chairman or, if the Chairman
      is prevented from doing so, by his deputy by giving 14 days prior notice.
      In urgent cases the period of notice may be reduced. The notice of the
      meeting shall set forth the specific items of the agenda with such clarity
      to allow members of the Supervisory Board not present at the meeting to
      make use of their right to cast a vote in writing pursuant to subparagraph
      (7).             
|(4) | Provided
      that invitations have been sent to the last known addresses of all members
      of the Supervisory Board, a quorum shall be constituted if not less than
      six members participate in the resolution.                                                                                                                                                                                                                                                                                                    
|(5) | Unless
      other majorities are required by mandatory law, resolutions are passed by
      a simple majority of the votes cast. In determining the result of the
      vote, abstentions shall not be counted. The Chairman determines the
      conduct of the meeting as well as the method of voting. In the case of a
      tie, the Chairman decides whether the vote should be held again. If he
      considers it necessary, he is entitled to interrupt the meeting for a
      period of no longer than one week.
|(6) | Resolutions should only be passed on such items on the agenda for
      which due notice pursuant to subparagraph (3) has been given in the
      invitation to attend the meeting. If due notice has not been given for an
      item on the agenda, a resolution on the latter                                                                                                                                                                                                                                             

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|    | may only
      be passed if no member objects. In such a case members of the Supervisory
      Board who do not attend the meeting must be given the opportunity to object
      to the passing of the resolution within a reasonable period of time as determined
      by the Chairman; the resolution shall take effect only if the members of
      the Supervisory Board not having attended the meeting have not objected
      within such period.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(7) | Members of
      the Supervisory Board who do not attend a meeting may participate in the
      passing of resolutions by the Supervisory Board and its committees by authorising
      other members of the Supervisory Board to present their written votes at
      the meeting.                                                                                                                                                                      
|(8) | Legally binding
      declarations by the Supervisory Board shall be made by the Chairman in the
      name of the Supervisory Board, or in his absence, by his deputy.                                                                                                                                                                                                                                                                                  

C. General Meetings

§
11 Place

General Meetings shall be
held at the registered office of the Company or in cities of the Federal
Republic of Germany having a stock exchange or in German cities having at least
500,000 inhabitants or in German cities with no less than 100,000 inhabitants in
which the Company or one of its affiliates has a place of business.

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§12 Notice of General
Meetings

Notice of the meeting shall
be given at least one month prior to the last day on which the shareholders have
to register for the General Meeting. The term of notice shall be calculated
exclusive of the day on which notice is given and the last day of the period of
registration.

§ 13 Right to attend General Meetings

|(1) | Those
      shareholders who are registered in the share register on the day of the
      General Meeting and who have notified the Company no later than on the
      seventh day before the General Meeting shall be entitled to attend the
      General Meeting and to exercise voting rights. If the last day of the
      notification period is a Sunday, a Saturday or a holiday recognized by law
      at the registered seat of the Company, the notification must be made no
      later than on the workday following thereafter. The Board of Management
      can fix a shorter period in the invitation to the General Meeting;
      however, there must be at least two calendar days between the day of the
      notification and the day of the General Meeting.
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|(2) | The right
      to vote can be exercised by proxy. If neither a credit institute nor a
      shareholders association are to be granted such proxy, power of attorney
      can be granted, in a manner to be determined by the Board of Management,
      also by using electronic media or by telefax. The details for granting the
      proxy shall be announced in the publications for the announcements of the
      Company together with the convocation of the General
  Meeting.                                                                                                                                                                                                                                                                                         

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§ 14 Chairman of General Meetings

|(1) | The
      Chairman of the Supervisory Board or the additional member of the
      committee mentioned in § 9 subparagraph (2) who is elected to the
      Supervisory Board by the General Meeting, or a member of the Supervisory
      Board or of the Board of Management nominated by the Supervisory Board,
      shall take the chair at General Meetings. If no member of the Supervisory
      Board or of the Board of Management takes the chair, the Chairman shall be
      elected by the meeting.                                                                           
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|(2) | The
      Chairman of the meeting shall decide on the order of items on the agenda.
      He shall determine the manner, form and order of voting on the
      resolutions. If this is announced in the invitation to the General
      Meeting, the Chairman can allow the transmission of the General Meeting as
      well as the participation in the General Meeting, the participation in
      voting, or the exercise of further shareholders rights, in each case
      either directly or by proxy, also by electronic or other media, to the
      extent legally permissible.

§15 Resolutions and
Elections


|(1) | Each
      share entitles the owner to one vote at the General
  Meeting.                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | All
      resolutions of the General Meeting may be passed by a simple majority of
      votes cast and, if a majority of capital is required, by a simple majority
      of the share capital represented in the meeting unless different
      requirements are mandatorily stipulated by law.
|(3) | Alterations to these Articles of Association which only affect the
      wording may be decided upon by the Supervisory
  Board.                                                                                                                                                                

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III. ANNUAL ACCOUNTS, ANNUAL GENERAL MEETINGS,
NOTICES

§ 16 Annual
Accounts

|(1) | Within
      the first three months of each business year, the Board of Management
      shall prepare the annual accounts for the previous business year and the
      Management Report and submit them to the auditor. Immediately after
      receipt of the auditors report the annual accounts and the Management
      Report together with the auditors report and the proposal for the
      appropriation of the profits shall be submitted to the Supervisory
      Board.
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|(2) | The
      annual accounts, the Management Report, the report of the Supervisory
      Board, and the proposal of the Board of Management for the appropriation
      of the profits shall be made available for inspection by the shareholders
      at the office of the Company as from the date of the calling of the
      General Meeting.                                                                                                                                        

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§ 17 Annual General Meeting

|(1) | The
      annual General Meeting shall take place within the first eight months of
      every business year.                                                                                                                                                                                                         
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|(2) | The
      annual General Meeting shall resolve, in particular, regarding the
      appropriation of the profits, the election of the auditor, the
      ratification of the acts of the Board of Management and of the Supervisory
      Board, and, where required by law, the approval of the annual
      accounts.

§ 18
Appropriation of, and Participation in Profits


|(1) | The
      profits as shown by the annual accounts, after deducting depreciation and
      write-downs and amounts allocated by the Board of Management and the
      Supervisory Board to provisions and reserves, shall be distributed to the
      shareholders except to the extent that the General Meeting resolves to use
      it in another manner.
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|(2) | The
      dividends paid to the shareholders shall be proportional to their shares
      in the capital stock.                                                                                                                                                                                                                                             
|(3) | On an
      increase of the share capital the participation of the new shares in the
      profits may be determined in a different manner from that set out in § 60
      of the German Stock Corporation Act
  (Aktiengesetz).                                                                                                                           

§19 Announcements

The Companys
announcements are published in the "Bundesanzeiger".

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§ 20 Expenses of Formation

Expenses incurred in
connection with its formation shall be borne by the Company up to an amount of
Euro 766,94.

This translation of the
Articles of Association of Celanese AG into English has been prepared for
convenience purposes. The German text is authoritative.

The Registrant hereby
represents that the above English translation is a fair and accurate English
translation of the Articles of Association of Celanese AG.

Celanese AG

By: /s/ Dr. Joachim
Kaffanke Joachim Kaffanke

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