Exhibit 1.1

THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION        as amended by Special Resolution passed on 14 December 1995  as amended by Special Resolution passed on 20 January 2003  of  ORANGE PLC

1The Company's name is Orange plc.(1)

2The Company is to be a public company.

3The Company's registered office is to be situate in England and Wales.

4The Company's objects are:-

4.1To 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, obligations, bonds, 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, dispose of or sell the
same; and to vary any of the investments of the Company, to act as trustees of any deed constituting or securing any debentures, debenture stock or other securities or obligations; to enter into,
participate in or assist 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 the 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 aforementioned businesses, or any of them, or likely to be required by
customers of or persons having dealings with the Company.

4.2To carry on any other trade or business whatever which can in the opinion of the Board of Directors be advantageously
carried on in connection with or ancillary to any of the businesses of the Company.

4.3To 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.

4.4To apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom
or elsewhere any patents, patent rights, brevets d'invention, licences, secret processes, trademarks, 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.

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4.5To 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 which the 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.

4.6To 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.

4.7To 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.

4.8To lend and advance money or give credit on 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
any guarantees, contracts of indemnity and suretyships of any kind, 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).

4.9To 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.

4.10To 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.

4.11To 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.

4.12To 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.

4.13To subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite
shares, stock, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business in any part of the world, and

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debentures,
debentures stocks, bonds, obligations or securities issued or guaranteed by any government or authority, municipal, local or otherwise, in any part of the world.

4.14To control, manage, finance, subsidise, co-ordinate, act as a director or secretary of, or otherwise assist
any company or companies in which the Company or the Company's holding 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.(2)

4.15To 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.

4.16To sell or otherwise dispose of the whole or 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.

4.17To act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform
sub-contracts.

4.18To remunerate any person, firm or company rendering services to the Company either by cash payment or by the allotment
to him or them of shares or other securities of the Company credited as paid up in full or in part or otherwise as may be thought expedient.

4.19To 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.

4.20To 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 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; and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the
benefit of any 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
purchase schemes to be established or maintained.



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for
the purposes of this clause "holding company" and "subsidiary undertaking" shall have the same
meanings as in the Act.

4.21To distribute among the Members of the Company in kind any property of the Company of whatever nature.

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

4.23To do all or any of the things and 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.

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

AND
so that:



5The liability of the members is limited.

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6The Company's share capital is £50,000 divided into 50,000 ordinary shares of £1 each.(4)

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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 share shown opposite our respective names.

|Names and Addresses of Subscribers                                                                                                              |                     | Number of shares taken by each Subscriber
|----------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | -----------------------------------------
|Hackwood Directors Limited
Barrington House
59-67 Gresham Street
London EC2V 7JA
R. ASHMORE
For and on behalf of
Hackwood Directors Limited     |                     | One                                      
|Hackwood Secretaries Limited
Barrington House
59-67 Gresham Street
London EC2V 7JA
R. ASHMORE
For and on behalf of
Hackwood Secretaries Limited |                     | One                                      
|                                                                                                                                                | Total Shares taken: |                                          

Dated                        1999

Witnessto the above Signatures:

C.E.
DOE

Barrington
House
59-67 Gresham Street
London EC2V 7JA

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