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                                                                     Exhibit 1.1


                     ARTICLES OF ASSOCIATION OF CELANESE AG


                              I. GENERAL PROVISIONS

                      SECTION 1 NAME AND REGISTERED OFFICE

(1)      The name of the Company is

                                  Celanese AG.

(2)      The Company has its registered office in Frankfurt am Main.


                         SECTION 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.

(2)      The Company may carry on business itself in the areas mentioned in
         subparagraph (1) 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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                       SECTION 3 CAPITAL STOCK AND SHARES

The capital stock amounts to DM 279,576,845 (in words: Deutsche Mark two hundred
seventy-nine million five hundred seventy-six thousand eight hundred
forty-five) and is divided into 55,915,369 registered shares without par value.


                          SECTION 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.

(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).


                             SECTION 5 BUSINESS YEAR

The business year is the calendar year.



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                            II. CORPORATE GOVERNANCE

                           A. THE BOARD OF MANAGEMENT


                    SECTION 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.


                        SECTION 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


                SECTION 8 COMPOSITION, ELECTIONS, TERM OF OFFICE

(1)      The Supervisory Board consists of twelve members. Six of the members
         shall be elected by the general shareholders' meeting and six members
         by the employees in accordance with the provisions of the German
         Co-Determination Act (Mitbestimmungsgesetz).

(2)      The members are elected for the period up to the termination of the
         annual general shareholders' 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 shareholders' 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 shareholders' 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 shareholders' meeting may appoint substitute members for
         the ordinary members of the Supervisory Board to be elected by the
         general shareholders' meeting. Such substitute members will become
         members of the Supervisory Board as provided in detail by such general
         shareholders' meeting when ordinary members retire prematurely. The
         term of office of a substitute member shall end with the termination of
         the annual general meeting following his assumption of office as an
         ordinary member; if no election of a successor takes

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         place at the next annual 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.


                        SECTION 9 CHAIRMAN AND COMMITTEES

(1)      Following the annual general meeting in which all of the members of the
         Supervisory Board to be elected by the annual 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.

(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 Section 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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                SECTION 10 CONVENING OF MEETINGS, QUORUM, VOTING

(1)      The Supervisory Board draws up its own rules of procedure. The
         following provisions apply with respect to the convening of its
         meetings, its quorum and the conduct of meetings; the rules of
         procedure may provide additional rules.

(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 all members of the Supervisory Board have been sent
         invitations to their last known address, 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

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         meeting. If due notice has not been given for an item on the agenda, a
         resolution on the latter 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)      The Chairman may arrange for a resolution of the Supervisory Board to
         be passed by written, telegraphic or telephonic statements provided no
         other member objects to this procedure within a reasonable period as
         determined by the Chairman.

(9)      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


                                SECTION 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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                      SECTION 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.


                   SECTION 13 RIGHT TO ATTEND GENERAL MEETINGS

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 the third day
before the General Meeting shall be entitled to attend general meetings and to
exercise voting rights.


                     SECTION 14 CHAIRMAN OF GENERAL MEETINGS

(1)      The Chairman of the Supervisory Board or the additional member of the
         committee mentioned in Section 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.

(2)      The Chairman of the meeting shall decide the order of items on the
         agenda. He shall determine the manner, form and order of voting on the
         resolutions.
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                      SECTION 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.


             III. ANNUAL ACCOUNTS, ANNUAL GENERAL MEETINGS, NOTICES


                           SECTION 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.

(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 annual general meeting.


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                        SECTION 17 ANNUAL GENERAL MEETING

(1)      The annual general meeting shall take place within the first eight
         months of every business year.

(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.


            SECTION 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 annual
         general shareholders' meeting resolves to use it in another manner.

(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 Section 60 of the German Stock Corporation Act (Aktiengesetz).

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                            SECTION 19 ANNOUNCEMENTS

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


                        SECTION 20 EXPENSES OF FORMATION

Expenses incurred in connection with its formation shall be borne by the Company
up to an amount of DM 1.500.




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/ Joachim Kaffanke

                                            Joachim Kaffanke








The German text is authoritative.