Exhibit
        1.1
  **Chapter
        1:  General
        Provisions**
  Article
        1
  The
        Company is incorporated, registered
        and organized as a company limited by shares and permanently existing in
        accordance with the Company Law of the Republic of China (the "Company Law")
        and
        the Company's English name
        is AU Optronics Corp.
  Article
        2
  The
        scope of business of the Company
        shall be as follows:
  1.CC01080
              
              Electronic
                  parts and components
                  manufacturing business2.F119010
              
              Electronic
                  material wholesale
                  business(for
                  operations outside theScienceParkonly)3.CC01030
              
              Electronic
                  appliances and AVelectronicsproducts manufacturing business
                  (for operations withinCentralTaiwanScienceParkonly)
  To
        research, develop, produce,
        manufacture and sell the following products:
  (1)
              Plasma
                  display and related
                  systems(2)
              Liquid
                  crystal display and related
                  systems(3)
              Organic
                  light emitting diodes and
                  related systems(4)
              Amorphous
                  silicon photo sensor
                  device parts and components(5)
              Thin
                  film photo diode sensor
                  device parts and components(6)
              Thin
                  film transistor photo sensor
                  device parts and
                  components(7)
              Touch
                  imaging
                  sensors(8)
              Full
                  color active matrix flat
                  panel displays(9)
              Field
                  emission
                  displays(10)
              Single
                  crystal liquid crystal
                  displays(11)
              Original
                  equipment manufacturing
                  for amorphous silicon thin film transistor process and flat panel
                  displaymodules(12)
              Original
                  design manufacturing and
                  original equipment manufacturing business for flat panel display
                  modules(13)
              The
                  simultaneous operation of a
                  trade business relating to the Company's
                  business
  The
        operation of the businesses listed
        above shall be conducted in
        accordance with the relevant laws and regulations.
  Article
        3
  The
        head office of the Company shall be
        in the Science-Based Industrial Park, Hsinchu, Taiwan, the Republic of China
        ("R.O.C.") or such other appropriate place as may be decided by the
        board of directors (the
        "Board").  Subject to the approval of the Board and other relevant
        authorities, the Company may, if necessary, set up branches, factories, branch
        operation offices or branch business offices both inside and outside of the
        R.O.C.
  Article4
  The
        total amount of the Company's
        investment is not subject to the restriction of Article 13 of the Company
        Law.   The
        Company may provide guarantees or endorsements on behalf of third parties
        due to
        business or investment relationships with such third parties.
  
  **Chapter
        2:  Shares**
  Article
        5
  The
        total capital of the Company isNinetyBillion New Taiwan Dollars
        (NT$90,000,000,000),
        divided intoNineBillion(9,000,000,000)
        shares with a par value of
        Ten New Taiwan Dollars (NT$10) each and in registered form.  TheBoard
        of Directors is authorized toissue theun-issuedshares
        in installments.
  A
        total of 100,000,000 shares among the
        above total capital should be reserved for issuance of employee stockoptions, whichmay be issued in
        installments.
  Article
        6
  The
        share certificates of the Company
        shall be all in registered form.  The share certificates, after due
        registration with the competent authority, shall be signedorsealed by at least three directors and
        shall be legally authenticated prior to issue.
  Where
        it is necessary for the Company to
        deliver its share certificates to the Taiwan Securities Central Depositary
        Co.,
        Ltd. (“TSCD”)
        for custody of such share
        certificates, the Company may, upon request of the TSCD, combine its share
        certificates into larger
        denominations.
  The
        Company may, pursuant to the
        applicable laws and regulations, deliver shares or other securities through
        the
        book-entry system maintained by the TSCD, instead of physical certificates
        evidencing shares or other securities.
  Article
        7
  The
        Company may charge its net cost for
        handling, replacing or exchanging share certificates if the original share
        certificates were transferred, lost or destroyed.
  **Chapter
        3:  Shareholders'
        Meetings**
  Article8
  Shareholders'
        meetings shall be of two
        types,ordinary meetings
        and extraordinary meetings.  Ordinary meetings shall be convened
        annually by the Board within six months of the end of each fiscal
        year.  Extraordinary meetings shall be convened in accordance with the
        relevant laws, whenever necessary.
  Article9
  Unless
        otherwise provided in the Company
        Law, a resolution shall be adopted at a meeting attended by the shareholders
        holding and representing a majority of the total issued and outstanding shares
        and at which meeting a majority of the attendingshareholders shall
        vote in favor of the
        resolution.  In case a shareholder is unable to attend a shareholders'
        meeting, such shareholder may issue a proxy in the form issued by the Company,
        setting forth the scope of authorization by signing and affixingsuch
        shareholder's seal on the proxy form
        for the representative to be present on such shareholder's
        behalf.  Except for trust enterprisesor other stock transfer
        agencies
        approved by the securities authorities, if a person is designated
        as proxy by
        more than two shareholders,
        any of his voting rights representingin excess of3% of the total issued and outstanding
        shares shall not be considered.The relevant matters
        related to the use
        and rescission of the proxy shall be conducted in accordance with the
        Company Law and applicable
        rules.
  
  **Chapter
        4:  Directors and
        Supervisors**
  Article10
  The
        Company shall have seven toninedirectors
        and three supervisors elected
        at shareholders' meetingsand the person to be elected must havelegal competence. The
        term of
        office for all directors
        and supervisors shall be three (3) years.  The directors and
        supervisors are eligible for re-election.
  The
        Board is authorized to determine the
        compensation for the directors and supervisors, taking into account the extentandvalueof the services provided
        for the
        Company’s
        operation and with reference to the
        standards of local and overseas industry.
  Article10-1
  In
        pursuant to the Article 183 of the
        Securities and Exchange Act, the Company shall have 3 independent directors
        on
        the Board. The independent
        directors shall be nominated under the Candidate Nomination System, and be
        elected from among the nominees listed in the roster of independent director
        candidates. The professional qualifications, restrictions on the shareholdings
        andconcurrent positions held, method of
        nomination, and other matters with respect to independent directors shall
        be in
        compliance with the laws and regulations prescribed by the competent
        authority.
  Article
        11
  The
        Company shall have a chairman of the
        Board.The
        chairman of the Board shall be elected by and among the directors by a majority
        of directors present at a meeting attended by more than two thirds of directors.
        As necessary, a vice chairman may be elected by and among the
        directors.  The chairman ofthe Board shall preside internally at
        the meetings of the Board and shall externally represent the
        Company.  In case the chairman of the Board cannot exercise his power
        and authority, the vice chairman shall act on his behalf.  In case
        there is no vice chairman
        or the vice chairman is also on
        leave or cannot exercise his power and authority for any reason, the chairman
        of
        the Board may designate one of the directors to act on his behalf.  In
        the absence of such a designation, the directors shall elect a designee
        from among
        themselves.
  Article
        12
  Where
        a director is unable to attend a
        meeting of the Board, he may appoint another director to represent him by
        proxy
        in accordance with Article 205 of the Company Law.  Each director may
        act as a proxy for one other director only.
  **Chapter
        5:  President &
Vice Presidents**
  Article
        13
  The
        Company shall have a president and
        several vice presidents.  Appointment, dismissal, and remuneration of
        the president and vice presidents shall be subject to the provisions of the
        Company
        Law.
  **Chapter
        6:  Accounting**
  Article
        14
  After
        the end of each fiscal year, the
        Board shall submit the following documents: (1) business report, (2)financial statements,
        (3)proposal for allocation
        of
        surplus or recovery of loss. The above documents shall be examined by
        the supervisors or
        audited by an accountant appointed by the supervisors and then submitted
        to the
        shareholders at the ordinary meeting of shareholders for their
  
  adoption.
  Article
        15
  Where
        the Company has a profit at the
        end of each fiscal year,
        the Company shall first allocate the profit to recover losses for preceding
        years.  Ten percent of any remaining net earnings shall be allocated
        as the Company's legal reserveand
        a certain amount
        shall be allocated as special reserve in accordance
        with applicable laws
        and regulations or as requested by the competent authority.The balance shall be distributed as
        follows:
 
 1.
              employee
                  bonus: 5% to
                  10%;
 2.
              remuneration
                  of directors and
                  supervisors:no more
                  than1%;and
 3.
              all
                  or a portionof the
                  remaining balance
                  shall be distributed as
                  shareholders' dividends.
  The
        Company's dividend policy will be to
        pay dividends from surplus. Upon consideration of factors such as the Company's
        current and future investment environment, cash requirements, competitive
        conditions inside and
        outside of the R.O.C. and capital budget requirements, the shareholders'
        interest, maintenance of a balanced dividend and the Company's long term
        financial plan, the Board shall propose the profit allocation each year subject
        to relevant
        laws, then submit such proposal to
        the shareholders' meeting for approval.  In principle, nolessthan10%
        of the total dividend to be paid with
        respect to any fiscal year shall be paid in the form of
        cash.
  **Chapter
        7:  Supplementary
        Articles**
  Article
        16
  With
        respect to the matters not provided
        herein, the Company Law and other applicable laws and regulations shall
        govern.
  Article
        17
  These
        Articles of Incorporation were
        enacted by the incorporators in the incorporators meeting held on July 18,
        1996
        and were effectively
        approved by the competent authority.
  The
        first amendment was made on
        September 18, 1996.
  The
        second amendment was made on
        September 15, 1997.
  The
        third amendment was made on April
        23, 1998.
  The
        fourth amendment was made on April
        23, 1999.
  The
        fifth amendment was made on March 9,
        2000.
  The
        sixth amendment was made on May 10,
        2001.
  The
        seventh amendment was made on May
        10, 2001.
  The
        eighth amendment was made on October
        17, 2001.
  The
        ninth amendment was made on May 21,
        2002.
  The
        tenth amendmentwas made on May 29,
        2003.
  The
        eleventh amendment was made on April
        29, 2004.
  Thetwelfthamendment was made on June 14,
        2005.
  The
        thirteenth amendment was made on
        June 15, 2006.