EXHIBIT  10.1  - DESCRIPTION OF OUR MEMORANDUM AND ARTICLES OF ASSOCIATION FROM
OUR REGISTRATION STATEMENT ON FORM 20-F DATED SEPTEMBER 20, 2001


EXCERPTS FROM "ITEM 10:  ADDITIONAL INFORMATION" OF DEUTSCHE BANK
ATKIENGESELLSCHAFT'S REGISTRATION STATEMENT ON FORM 20-F DATED SEPTEMBER 20,
2001.

SHARE CAPITAL

[text omitted]

INCREASES IN SHARE CAPITAL

   German law permits us to increase our share capital in any of three ways:

{circle}Shareholder resolution authorizing the issuance of new shares.

{circle} Shareholder  resolution  authorizing the Board of Managing Directors to
         issue new shares up to a specified amount (no more than 50% of existing
         capital) within a specified  period, which may not exceed five years.
         This is referred to as authorized capital (genehmigtes Kapital).

{circle}Shareholder  resolution  authorizing  the issuance of new shares up to a
        specified  amount (no more than 50% of existing  capital)  for  specific
        purposes, such as for employee stock options, for use as consideration
        in a merger or  to  issue  to  holders  of  convertible  bonds or  other
        convertible securities.  This  is  referred  to  as  conditional capital
        (bedingtes Kapital).

     All  shareholder resolutions  that  increase  share  capital  require  the
approval of  a  three-quarters majority of the share capital present and voting
at the meeting.

[text omitted]


MEMORANDUM AND ARTICLES OF ASSOCIATION

OUR BUSINESS OBJECTIVES

   We are entered in the Commercial Register of the District Court in Frankfurt
am Main, Germany,  under  register number HRB 30 000. Section 2 of our Articles
of Association sets out the objectives of our business:

   {circle}to transact all aspects of banking business;

   {circle}to provide financial and other services; and

   {circle}to promote international economic relations.

   Our Articles of Association permit us to pursue these objectives directly or
through subsidiaries and affiliated companies.

   Our Articles of Association  also  provide  that, to the extent permitted by
law,  we may transact all business and take all steps  that  appear  likely  to
promote our business objectives. In particular, we may:

   {circle}acquire and dispose of real estate;

   {circle}establish branches in Germany and abroad;

   {circle} acquire, administer and dispose of participations in other
            enterprises; and

   {circle}conclude intercompany agreements (Unternehmensvertr{a"}ge).


SUPERVISORY BOARD AND BOARD OF MANAGING DIRECTORS

   In  carrying  out  their  duties, members of  both  the  Board  of  Managing
Directors and Supervisory Board must exercise the standard of care of a prudent
and diligent business person,  and  they  are  liable to us for damages if they
fail to do so. Both boards are required to take  into  account a broad range of
considerations in their decisions, including our interests and those of our




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shareholders,  employees  and  creditors.  The Board of Managing  Directors  is
required to respect the rights of shareholders  to be treated on an equal basis
and receive equal information. The Board of Managing Directors is also required
to ensure appropriate risk management within our operations and to establish an
internal monitoring system.

   As a general rule under German law, a shareholder  has  no  direct  recourse
against the members of the Board of Managing Directors or the Supervisory Board
in  the event that they are believed to have breached a duty to us. Apart  from
insolvency  or  other  special  circumstances,  only we have the right to claim
damages from members of either board. We may waive  this  right or settle these
claims only if at least three years have passed since the alleged breach and if
the shareholders approve the waiver or settlement at the shareholders'  meeting
with  a  simple  majority  of  the  votes  cast,  and  provided  that  opposing
shareholders  do  not  hold,  in  the aggregate, one tenth or more of our share
capital  and  do  not  have their opposition  formally  noted  in  the  minutes
maintained by a German notary.

   With respect to voting  powers,  a  member  of  the Supervisory Board or the
Board of Managing Directors may not vote on resolutions  open  to  a  vote at a
board meeting if the proposed resolution concerns:

   {circle} a legal transaction between the stock corporation and the member or

{circle} the commencement, settlement or completion of legal proceedings between
         the stock corporation and the member.

   A member of the Supervisory Board or the Board of Managing Directors may not
directly or indirectly exercise voting rights on resolutions  open to a vote at
a shareholders' meeting if the proposed resolution concerns:

   {circle} ratification of the member's acts;

   {circle} a discharge of liability for the member; or

   {circle} enforcement of a claim against the member by the stock corporation.

   According  to  German law, our Supervisory Board represents us  in  dealings
with members of the  Board  of Managing Directors. Therefore, no members of the
Board of Managing Directors may  enter into any agreement with us (for example,
a loan) without the prior consent of our Supervisory Board.

   We do not require the members of  the Board of Managing Directors to own any
of our shares to be qualified. In addition, we have no requirement that members
of  the  Board  of Managing Directors retire  under  an  age  limit.  For  more
information on our Supervisory Board and Board of Managing Directors, see "Item
6: Directors, Senior Management and Employees."


VOTING RIGHTS AND SHAREHOLDERS' MEETINGS

   Each of our shares  entitles  its  registered  holder  to  one  vote  at our
shareholders' meetings. Our annual shareholders' meeting takes place within the
first eight months of our fiscal year. Pursuant to our Articles of Association,
we may hold the meeting in Frankfurt am Main, D{u"}sseldorf or any other German
city  with  over 500,000 inhabitants. We must give notice of the annual meeting
at least one month before the end of the day on which shareholders are required
to have given  notice  of  their  intention  to  attend (three days immediately
preceding  the  meeting).  We are required to include  details  regarding  this
notice to be given to the shareholders  and  to  send  admission cards with the
notice of the meeting.

   The  Board  of  Managing  Directors, the Supervisory Board  or  shareholders
holding at least 5% of the nominal  value  of our outstanding share capital may
also call special shareholders' meetings.

   The record date to determine which shareholders  are  entitled  to vote at a
shareholders' meeting is the date of the annual shareholders' meeting. However,
holders  who  are  registered  on  the date of the meeting will be entitled  to
attend and vote only if they have given the Board of Managing Directors written
notice, by telefax or electronically,  of  such  intent no later than the third
day  immediately  preceding  the date of the meeting.  Any  shareholders  whose
holdings have reached certain  thresholds  and  who  have  not  fulfilled their
notification  requirements  are  prohibited  from  voting.  See  "-Notification
Requirements."

   Shareholders may appoint proxies to represent them at general meetings. As a
matter of German law, a proxy relating to voting rights granted by  shares  may
be revoked at any time. Any voting instructions given by a shareholder are null
and void if the shareholder sells or disposes of the shares prior to the record
date  for  the meeting. The term of a proxy granted to a credit institution may
not exceed 15 months.

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   As a foreign  private  issuer, we are not required to file a proxy statement
under U.S. securities law. The proxy voting process for our shareholders in the
United States will be substantially  similar  to  the process for publicly held
companies incorporated in the United States.

   The  annual shareholders' meeting normally concludes  with  the  passage  of
resolutions on the following matters:

   {circle} appropriation   and  distribution  of  profits  from  the  preceding
            fiscal year;

   {circle} approval and ratification  of  the  actions of the Board of Managing
            Directors and the Supervisory Board in the preceding fiscal year;

   {circle}appointment of independent auditors; and

   {circle}approval of the annual financial statements.

   A  simple  majority  of  votes cast is generally  sufficient  to  approve  a
measure, except in cases where  a greater majority is otherwise required by our
Articles of Association or by law.  Major corporate events, such as a merger, a
transfer of all or substantially all  of  our  assets  or  an increase in share
capital, require the approval of a three-quarters majority of the share capital
present and voting at the meeting.

   Under certain circumstances, such as when a resolution violates our Articles
of Association or the German Stock Corporation Act, shareholders  may  petition
the   appropriate   Regional  Court  (Landgericht)  in  Germany  to  set  aside
resolutions adopted at the shareholders' meeting.

   Under German law,  the  rights  of shareholders as a group can be changed by
amendment of the company's articles of association. In our case, this generally
requires a simple majority vote or a  qualified majority vote where provided by
law. The rights of individual shareholders  can  only  be  changed  with  their
consent.


SHARE REGISTER

   Our  intention  is to maintain a share register with Registrar Services GmbH
and our New York transfer agent, pursuant to an agency agreement between us and
Registrar Services GmbH  and  a sub-agency agreement between Registrar Services
GmbH and the New York transfer agent.

   Our share register will be open for inspection by shareholders during normal
business hours at our offices at  Taunusanlage  12,  60325  Frankfurt  am Main,
Germany.  The  share  register  generally  contains each shareholder's surname,
first name, date of birth, address and the number or the quantity of our shares
held. Shareholders may prevent their personal information from appearing in the
share  register  by  holding  their securities through  a  bank  or  custodian.
Although the shareholder would  remain  the beneficial owner of the securities,
only the bank's or custodian's name would appear in the share register.


LIQUIDATION RIGHTS

   The German Stock Corporation Act requires that if our company is liquidated,
any liquidation proceeds remaining after  the  payment  of  all our liabilities
will be distributed to shareholders in proportion to their shareholdings.


PREEMPTIVE RIGHTS

   In  principle,  holders of our shares have preemptive rights  (Bezugsrechte)
allowing them to subscribe  to  any shares, bonds convertible into, or attached
warrants to subscribe for, our shares  or  participatory certificates we issue.
Such preemptive rights are in proportion to the number of shares currently held
by the shareholder. Despite this general rule,  following  a  proposal  of  the
Board  of  Managing Directors and Supervisory Board regarding the agenda of the
general shareholders'  meeting,  the  shareholders  may  waive their preemptive
rights as part of a shareholders' resolution with respect to capital increases.
The Board of Managing Directors' written request must state legally permissible
reasons for the waiver.

   In addition, in the case of a shareholders' resolution  approving the amount
of  an authorized capital increase, the shareholders may, by  a  three-quarters
majority  of the share capital present and voting at the meeting, authorize the
Board of Managing  Directors  to  exclude preemptive rights with respect to the
increase. Such authorizations may waive  all preemptive rights or may set forth
specific  circumstances  under  which  the  Board   of  Managing  Directors  is
authorized to waive preemptive rights. If the Board of  Managing  Directors  is
authorized  to  waive  the shareholders' preemptive rights upon the issuance of
authorized capital,

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no further vote of the  shareholders  is required. In such cases, the  decision
by the Board of Managing Directors to issue the authorized capital requires the
consent only of the Supervisory Board. For additional information on preemptive
rights with respect to increases of our share capital, see "-Increases in Share
Capital" above.

   Shareholders are generally permitted  to  transfer  their preemptive rights.
Preemptive rights are traded on one or more German stock  exchanges. Trading of
such rights generally lasts twelve calendar days and ends at  the  close of the
third trading day before the final day the preemptive rights can be exercised.


NOTICES AND REPORTS

   We  publish  notices pertaining to our shares in the German Federal  Gazette
(Bundesanzeiger)  and  in at least one of the supraregional official newspapers
accredited by the German stock exchanges.

   We intend to send our  New  York  transfer  agent,  through  publication  or
otherwise,  a  copy  of  each  of  our  notices pertaining to any shareholders'
meeting, any adjourned shareholders' meeting or our actions with respect to any
cash or other distributions or the offering of any rights. We will provide such
notices in the form given or to be given  to  our  shareholders.  Our  New York
transfer agent will arrange for the mailing of such notices to all shareholders
registered in the New York registry.

   We  will make all notices we send to shareholders available at our principal
office for inspection by shareholders. Registrar Services GmbH and our New York
transfer  agent  will  send  copies  of all notices pertaining to shareholders'
meetings to all registered shareholders.  Registrar  Services  GmbH and our New
York transfer agent will send copies of other notices or information  material,
such   as  quarterly  reports  or  shareholder  letters,  to  those  registered
shareholders  who  have  requested  to  receive  such  notices  or  information
material.


CHARGES OF TRANSFER AGENTS

   We  pay  Registrar  Services  GmbH,  and expect to pay our New York transfer
agent, customary fees for their services as transfer agents and registrars. Our
shareholders will not be required to pay  Registrar  Services  GmbH  or our New
York  transfer agent any fees or charges in connection with their transfers  of
shares in the share register. Our shareholders will also not be required to pay
any fees  in  connection  with  the  conversion of dividends from euros to U.S.
dollars.


LIABILITY OF TRANSFER AGENTS

   Neither Registrar Services GmbH nor  our  New  York  transfer  agent will be
liable  to  shareholders  if  prevented or delayed by law, or any circumstances
beyond their control, from performing  their obligations as transfer agents and
registrars.


NOTIFICATION REQUIREMENTS

Disclosure of Interests in Publicly Traded Stock Corporations

   The  German Securities Trading Act requires  investors  in  publicly  traded
stock corporations  whose  investments  reach certain thresholds to notify both
the  respective  corporation  and  the German  Securities  Trading  Supervisory
Authority of the increase. These thresholds  are  5%,  10%, 25%, 50% and 75% of
the voting stock of the corporation. In calculating investment  thresholds, the
German Securities Trading Act attributes shareholdings to the investor based on
effective, rather than direct, control of voting rights.

   Investors in our shares are also required to notify us if their  investments
drop  below  any of the thresholds mentioned above. Investors must comply  with
these rules within  seven calendar days of passing one of the thresholds listed
above. We are required to publish such notices.

   As  a matter of German  law,  shareholders  who  fail  to  comply  with  the
threshold  notification  requirements  are generally prohibited from exercising
their voting rights pertaining to the shares until compliance.

  Disclosure of Significant Participations in a Banking Institution

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   The  German  Banking  Act  requires  any investor  intending  to  acquire  a
significant participation (bedeutende Beteiligung)  in  any banking institution
to notify the German Banking Supervisory Authority and the  Bundesbank  without
undue delay. In particular, the acquisition of 10% or more of the institution's
voting  rights  or  capital  is  deemed  to be a significant participation. The
required notice must contain information demonstrating  the  reliability of the
investor and, in the case of a corporation or other legal entity, its directors
and officers.

   An  investor  with a significant participation must also notify  the  German
Banking Supervisory  Authority  and  the  Bundesbank without undue delay of any
proposed increase of such participation that would exceed certain participation
thresholds. These thresholds are 20%, 33% and  50%  of  the  voting  rights  or
capital. An investor with a significant participation position must also notify
the German Banking Supervisory Authority and the Bundesbank without undue delay
if  the investor intends to reduce the participation below 10% or to reduce the
participation below one of the thresholds described above. Finally, an investor
with  a  significant  participation  must notify the German Banking Supervisory
Authority and the Bundesbank without undue  delay  of  any  participation  that
would  result  in  the  banking  institution  becoming  or  ceasing  to  be the
investor's subsidiary.

   The  German  Banking  Supervisory  Authority  may,  within a period of three
months  following  receipt of notification with respect to  any  of  the  above
changes, other than  with  respect to decreases in participations, prohibit the
intended acquisition or participation  if it is not satisfied that the investor
and its directors and officers are reliable,  or  if  it  determines  that  the
participation makes the effective supervision by the German Banking Supervisory
Authority  of  the  banking  institution  impossible. If an investor acquires a
significant participation despite such prohibition  or  without  notifying  the
German  Banking  Supervisory  Authority  and the Bundesbank, the German Banking
Supervisory  Authority may prohibit the investor  from  exercising  the  voting
rights pertaining to the shares.

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