##### 



Exhibit 1.1
  [Logo of Québec Registrar]
 
 CERTIFICATE OF AMALGAMATION
 Companies Act, Part IA
(R.S.Q., c. C-38)
 JANUARY 1, 2006 Companies Act
    
 [Seal
of Québec Registrar]
    
    Filed in the register on
January 9, 2006
under registration number
1163429724
    
    [Signed]
Acting
Enterprise RegistrarR920Z14L27V90JA




---



##### 



(QUÉBEC LOGO)
    

(ARTICLES OF AMALGAMATION LOGO)
 Mark this box with an þ
if it is a simplified amalgamation o
 1.
    
    Name- Enter the name of the amalgamated company and its version(s), if any.
VIDÉOTRON LTÉE / VIDEOTRON LTD.Mark the box with an þ if you are applying for a designating number (numbered company) rather
than a name.o2.
    
    Judicial district of Québec where the companys head office is located-Enter the
judicial district, as stipulated in the Territorial Division Act
(R.S.Q. c. D -11).
You can obtain additional information at the court house, from Communication-Québec
or by visiting
www.justice.gouv.qc.ca/francais/recherche/district.asp.                    Montréal
 Effective Date
    
    Year
    Month
    Day3.
    
    Exact number or minimum and
    
    
    
    4.
    
    if it is later than the filingmaximum number of directors
    
    Minimum: 3 Maximum: 15
    
    
    
    date of the Articles ofAmalgamation
    
    2
    0
    0
    6
    0
    1
    0
    1
 5.
    
    Describe the authorized capital stock and the limits
imposed - Unless
indicated otherwise in the articles, the companys capital stock
consists of an unlimited number of shares without par value (see the section Description of
Capital Stock under general information).See Schedule A, which forms an integral part hereof6.
    
    Restrictions on share transfers and other provisions, if applicable.
See Schedules B and C, which form an integral part hereof7.
    
    Limits on activity, if applicable.
None8.
    
    Name and Québec enterprise number (NEQ) of each of the amalgamating companies
Have an authorized director sign next to the name of each company.
 Québec enterpriseName of the company
    
    number (NEQ)
    Signature of Authorized Director1.
    
    Vidéotron ltée
    
    1
    1
    4
    0
    1
    3
    7
    7
    8
    8

/s/ André Delisle2.
    
    Vidéotron Télécom ltée / Videotron Telecom Ltd.
    
    1
    1
    6
    0
    3
    2
    8
    4
    7
    3
    /s/ André Delisle3.
    
    
    
    1
    14.
    
    
    
    1
    1
 (REGISTRAR SEAL)
    
    
    
    If you need more space, attach an appendix in two copies,
identify the relevant section, and number the pages, if any.RETURN BOTH COPIES
OF THIS FORM TOGETHER WITH YOUR PAYMENT.DO NOT SEND BY FAX.01106-1 (2004-04) n




---



##### 



SCHEDULE A
  (A) CLASS A COMMON SHARES:
 (1) Dividend and Participation.
 (a)
    
    participate in the property, profits and surplus assets of the Corporation and, to
that end, receive any dividend declared by the Corporation, the amount, timing
and terms of payment of which are at the sole discretion of the Board of
Directors; and(b)
    
    share in the remaining property of the Corporation upon liquidation or windingup,
whether or not voluntary, dissolution or any other distribution of the
property of the Corporation.
 (2) Restriction.  Corporations Act
 (3) Voting Right.
 (B) CLASS B PREFERRED SHARES:
 (1) Ranking of Class B Preferred Shares.
 (2) Right to Dividends.
 (3) Repayment.




---



##### 



(4) No Voting Right.
 (5) Redemption Right. Corporations Act
  (6) Retraction Right. Corporations Act
 (a) Redemption Value
    (b) Determination of Fair Market Value of the Consideration




---



##### 



(c) Adjustment of the Premium in Case of a Disagreement with the Department of Revenue
   (7) Right to Purchase by Private Agreement. Corporations Act
 (C) CLASS C PREFERRED SHARES:
 (1) Ranking of Class C Preferred Shares.
 (2) Right to Dividends.
 (3) Repayment.




---



##### 



entitled
 (4) No Voting Right. meeting
 (5) Redemption Right. Corporations Act the
 Corporations
 (6) Retraction Right. Corporations Act
 (a) Redemption Value
    (b) Determination of Fair Market Value of the Consideration




---



##### 



(c) Adjustment of the Premium in Case of a Disagreement with the Department of Revenue
   (7) Right to Purchase by Private Agreement. Corporations Act
 (D) CLASS D PREFERRED SHARES:
 (1) Ranking of Class D Preferred Shares.
 (2) Right to Dividends.
 (3) Repayment.




---



##### 



(4) No Voting Right.
 (5) Redemption Right. Corporations Act
  (6) Retraction Right. Corporations Act
 (a) Redemption Value
  
 
 (b) Determination of Fair Market Value of the Consideration




---



##### 



(c) Adjustment of the Premium in Case of a Disagreement with the Department of Revenue
   (7) Right to Purchase by Private Agreement. Corporations Act
 (E) CLASS E PREFERRED SHARES:
 (1) Ranking of Class E Preferred Shares.
 (2) Right to Dividends.
 (3) Repayment.




---



##### 



(4) No Voting Right.
 (5) Redemption Right. Corporations Act
  (6) Retraction Right. Corporations Act
 (a) Redemption Value
    (b) Determination of Fair Market Value of the Consideration




---



##### 



(c) Adjustment of the Premium in Case of a Disagreement with the Department of Revenue
   (7) Right to Purchase by Private Agreement. Corporations Act
 (F) CLASS F PREFERRED SHARES:
 (1) Ranking of Class F Preferred Shares.
 (2) Right to Dividends.
 (3) Repayment.




---



##### 



(4) No Voting Right.
 (5) Redemption Right. Corporations Act
  (6) Retraction Right. Corporations Act
 (a) Redemption Value
    (b) Determination of Fair Market Value of the Consideration




---



##### 



(c) Adjustment of the Premium in Case of a Disagreement with the Department of Revenue
   (7) Right to Purchase by Private Agreement. Corporations Act
 (G) CLASS G PREFERRED SHARES
 (1) Ranking of Class G Preferred Shares.
 (2) Right to Dividends




---



##### 



(3) Liquidation or Winding-Up
 (4) No Voting Right
 (5) Redemption Right pro rata




---



##### 



Retraction Right
 (7) Redemption Price




---



##### 



SCHEDULE B
   Broadcasting Act




---



##### 








---



##### 



SCHEDULE C
 Relating to  OTHER PROVISIONS
 Companys borrowing power
  (a)
    
    borrow money upon the credit of the Company;(b)
    
    issue bonds or other securities of the Company and pledge or sell the same, at
such price and for such sums as may be deemed appropriate; and(c)
    
    mortgage or hypothecate the movable and immovable property or otherwise charge
any of the Companys movable property.
 Limitation on distribution of securities