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                                                                 [Celanese LOGO]

EXHIBIT 1.1

                                   Celanese AG
                                   Articles of
                                   Association
                                   November 2005Version

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                     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 Kronberg i. T.

                           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

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     itself to the administration of its interests, as well as dispose of it.

                       SECTION 3 CAPITAL STOCK AND SHARES

(1)  The capital stock amounts to Euro 140,069,354.19 (in words: Euro one
     hundred forty million sixty-nine thousand three hundred fifty-four point
     one nine) and is divided into 54,790,369 registered shares without par
     value.

(2)  The share capital will be increased on a contingent basis by up to Euro
     3,195,574.26 through the issue of up to 1,250,000 shares of no-par value
     ("Contingent Capital "). The contingent capital increase serves exclusively
     to grant stock options to members of the Management Board of the Company
     and to members of the boards of management (Geschaeftsfuehrungen) of
     subordinated affiliated companies as well as to other senior managers of
     the Company and of subordinated affiliated companies pursuant to the
     provisions of the authorization adopted by the Annual General Meeting on
     May 15, 2002. It will be carried out only insofar as these stock options
     will be exercised and are not satisfied by delivery of existing shares. The
     new shares will participate in the distribution of profits from the
     beginning of the fiscal year in which they are issued.

                          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.

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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).

                             SECTION 5 BUSINESS YEAR

     The fiscal year of the company shall commence on October 01 and end on
     September 30 of the following year. The period from January 01, 2004 to
     September 30, 2004 is a short fiscal 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 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 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

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     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.

                        SECTION 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.

(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

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     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 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.

(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

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     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 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

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                                SECTION 11 PLACE

     The General Meeting shall be held at the registered office of the Company
     or in a domestic city with a population of at least 100,000.

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                      SECTION 12 NOTICE OF GENERAL MEETINGS

Notice of the General Meeting shall be given at least 30 days prior to the day
by the end of which the shareholders have to register with the Company prior to
the Meeting.

                   SECTION 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. 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.

(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 fax. 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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                     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 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.

(3)  The Chairman of the Meeting shall be authorized to set a reasonable time
     limit for the shareholders' use of their right to ask questions and of
     their right to speak. In particular, he shall be authorized to set at the
     beginning of the General Meeting or during its course a reasonable time
     limit for the entire course of the General Meeting, for an individual
     agenda item or for the individual speaker.

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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

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     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.

                        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 General Meeting resolves to use
     it in another manner.

(2)  The General Meeting may resolve that the unappropiated retained earnings
     (Bilanzgewinn) be used for the distribution of a dividend in kind in lieu
     of, or in addition to, a dividend in cash, provided that the assets to be
     distributed are traded on a market as

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     defined in Section 3, para. (2) of the German Stock Corporation Act
     (Aktiengesetz).

(3)  The dividends paid to the shareholders shall be proportional to their
     shares in the capital stock.

(4)  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).

                            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 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.
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