Exhibit 1.1

                                                        Version as of March 2004

                             ARTICLES OF ASSOCIATION

                                       OF

                            INFINEON TECHNOLOGIES AG

                              I. GENERAL PROVISIONS

                                      ss. 1

           Company Name, Registered Place of Business and Fiscal Year

(1)   The business name of the company is

                            Infineon Technologies AG.

(2)   The company's registered place of business is Munich.

(3)   The fiscal year runs from October 1 of each year until September 30 of the
      following year.


                                      ss. 2

                            Object of the Enterprise

(1)   The object of the enterprise is direct or indirect activity in the area of
      research, development, manufacture and marketing of electronic components,
      electronic  systems and software,  as well as the  performance of services
      related thereto.

(2)   The  company  is  entitled  to perform  all acts and take all steps  which
      appear likely to directly or  indirectly  promote the  achievement  of the
      company's aims.

(3)   The company may establish subsidiaries and branches in Germany and abroad,
      and can  participate  in other  enterprises.  The  company can buy or sell
      enterprises,  combine them under single management and conclude enterprise
      agreements with them or restrict itself to managing the participation.  It
      is  entitled  to spin  off its  operations  - as a whole or in part - into
      affiliated enterprises.

                                      ss. 3

                                  Announcements

Announcements  of the  company  shall  be made  by  publication  in the  Federal
Gazette.


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                                     - 2 -


                          II. SHARE CAPITAL AND SHARES

                                      ss. 4

                    Amount and Division of the Share Capital

(1)   The share  capital of the  company  is EUR  1,495,119,718  (in words:  one
      billion four hundred  ninety five  million one hundred  nineteen  thousand
      seven hundred  eighteen Euro). It is divided into 747.559.859 no par value
      shares registered in the names of the holders.

      In order to be entered in the company's share register,  shareholders must
      inform  the  company  of the  number  of  shares  held by them  and  their
      electronic  mail address,  if any, as well as, in the case of individuals,
      their name,  address and date of birth or, in the case of legal  entities,
      their company name, business address and registered offices.

(2)   The  management  board is authorized to increase,  with the consent of the
      supervisory  board,  the  ordinary  share  capital in the  period  through
      January 21, 2007 by a total of up to EUR 296,641,490 by issuing, in one or
      more  tranches,  new  registered  no par value  shares that have  dividend
      rights  from  the  start  of  the  fiscal  year  of  their  issue  against
      contributions in cash or in kind (Authorized Share Capital I/2002).

      Shareholders  are to be granted  preemptive  rights in the case of capital
      increases for cash.  The management  board is authorized to exclude,  with
      the  consent  of  the  supervisory   board,   the  preemptive   rights  of
      shareholders,

      a)    in order to  exclude  any  fractional  amounts  from the  preemptive
            rights of shareholders,

      b)    to the extent  necessary to grant  holders of bonds with warrants or
            convertible  bonds  issued by the Company or its  subordinate  group
            companies  a  subscription  right to new shares to the  extent  they
            would be entitled after  exercising  option or conversion  rights or
            satisfying conversion obligations,

      c)    if the new shares are issued after January 20, 2004, the issue value
            of the new shares is not  significantly  lower than the stock market
            price and the shares  issued  subject to the exclusion of preemptive
            rights of shareholders  pursuant to Section 186 Paragraph 3 Clause 4
            of the German Stock  Corporation Act (AktG),  do not in total exceed
            10 %  of  the  ordinary  share  capital  either  at  the  time  this
            authorization comes into effect or at the time this authorization is
            exercised.  Shares  that have  been or are to be  issued to  service
            bonds with warrants or convertible  bonds are to be included in this
            number provided that such bonds were issued subject to the exclusion
            of preemptive  rights of  shareholders  in analogous  application of
            Section 186 Paragraph 3 Clause 4 of the German Stock Corporation Act
            (AktG) after January 20, 2004.

      The management board is, moreover, authorized to exclude, with the consent
      of the  supervisory  board,  the preemptive  rights of shareholders in the
      event of capital increases  against  contributions in kind. The management
      board is also  authorized to define,  with the consent of the  supervisory
      board,  the further  content of the rights  conveyed by the shares and the
      terms and conditions of the share issue.


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                                     - 3 -

(3)   The  management  board is authorized to increase,  with the consent of the
      supervisory  board,  the  ordinary  share  capital in the  period  through
      January 19, 2009 by a total of up to EUR 30.000.000 by issuing,  in one or
      more tranches, new shares against contributions in cash for the purpose of
      issuing  shares to  employees  of the  company  or of its group  companies
      (Authorized Share Capital II/2004).  The preemptive rights of shareholders
      are  excluded  in  respect  of this  provision.  The  management  board is
      authorized  to define,  with the  consent of the  supervisory  board,  the
      further rights  conveyed by the shares and the terms and conditions of the
      share issue.

(4)   The  management  board  shall  specify  the form and the  content of share
      certificates  and any eventual  dividend  coupons and renewal coupons with
      the consent of the supervisory board.

(5)   A claim of the  shareholders  for the  certification  of their  shares and
      their dividend rights is excluded to the extent permissible by law, unless
      a  certification  is  required  by the rules of an  exchange  on which the
      shares are listed.  The  company is  entitled to issue share  certificates
      which represent no par value shares (single share certificates) or several
      shares (collective shares).

(6)   The share capital is conditionally increased up to a nominal amount of EUR
      96,000,000.   The  conditional   capital  increase  shall  be  implemented
      exclusively by the issue of up to 48,000,000 new shares  registered in the
      name of the holders with entitlement to profits as of the beginning of the
      fiscal  year of their  issue and only to the  extent to which  holders  of
      preemptive  rights  granted  under  the  stock  option  plan  of  Infineon
      Technologies AG for 1999, in accordance with the  authorization  issued on
      October  18,  1999 and  amended on  February  16,  2000,  or the  Infineon
      Technologies AG 2001 International Long Term Incentive Plan, in accordance
      with the authorization of April 6, 2001,  exercise their preemptive rights
      ("Conditional Capital I").

(7)   The share  capital  is  conditionally  increased  by up to EUR  50,000,000
      through the issue of up to 25,000,000 new shares. This conditional capital
      increase is implemented only to the extent that

      a)   the  holders  or  creditors  of  conversion  rights  or  subscription
           warrants  which are attached to the  convertible  bonds or bonds with
           warrants  to be  issued by the  company  or its  direct  or  indirect
           majority  holding  companies  by November 30,  2004,  exercise  their
           conversion or option rights,

           or that

      b)   the holders or  creditors  of the  convertible  bonds to be issued by
           November  30, 2004 by the company or its direct or indirect  majority
           holding  companies,  who are  obliged  to convert  their  convertible
           bonds, meet this obligation.

      The new shares provide for the  entitlement to profits as of the beginning
      of the  fiscal  year as of which  they  are  created  as a  result  of the
      exercise  of  conversion  or  option  rights  or  of  the  fulfillment  of
      obligations to convert convertible bonds ("Conditional Capital II")

(8)   The share capital is conditionally increased up to a nominal amount of EUR
      29,000,000.   The  conditional   capital  increase  shall  be  implemented
      exclusively by the issue of up to 14,500,000 new shares  registered in the
      names of the holders with  entitlement  to profits as of the  beginning of
      the fiscal year of their issue and only to the extent to which  holders of
      preemptive  rights  granted  under  the  Infineon   Technologies

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                                     - 4 -

      AG 2001  International  Long Term Incentive  Plan, in accordance  with the
      authorization  of  April  6,  2001,   exercise  their  preemptive   rights
      (Conditional Capital III).

(9)   The  ordinary  share  capital  is  conditionally  increased  by up to  EUR
      350,000,000 by the issue of up to 175,000,000  new registered no par value
      shares  that have  dividend  rights  from the start of the fiscal  year of
      their  issue  (Conditional  Share  Capital  II/2002).  The  purpose of the
      conditional capital increase is to ensure that shares can be issued to the
      holders of bonds with warrants or convertible  bonds that are or have been
      issued  through  January 21, 2007 by the  Company or a  subordinate  group
      company  in  accordance  with the  authorizations  of the  Annual  General
      Meetings of January 22, 2002 and of January 20, 2004 and to the holders of
      the  convertible  bonds issued in February  2002 by Infineon  Technologies
      Holding B.V., Netherlands,  and guaranteed by the Company. The conditional
      increase  is to be  implemented  only  to  the  extent  that  warrants  or
      conversion rights from the bonds are exercised and conversion  obligations
      from such bonds are  satisfied.  With respect to the  conversion  of bonds
      issued against contributions in kind the Conditional Share Capital II/2002
      can only be used to  ensure  the  availability  of shares  representing  a
      notional  portion  of the  share  capital  of up to EUR  144,000,000.  The
      management  board is  authorized  to define the further  conditions of the
      implementation of the conditional capital increase.

                            III. THE MANAGEMENT BOARD

                                      ss. 5

                       Composition and Rules of Procedure

(1)   The  management  board consists of at least two persons.  The  supervisory
      board shall  determine their number.  The  supervisory  board appoints the
      members of the  management  board.  It can appoint a chairman and a deputy
      chairman of the management board.

(2)   The company is legally  represented by two members of the management board
      or by one member of the management board and one procurist. Deputy members
      of the management board are equal to ordinary members in this respect.

      Otherwise,  the company is represented  by procurists or other  authorized
      signatories subject to further specification by the management board.

(4)   The management board shall pass rules of procedure for itself by unanimous
      resolution  of all  members  of  the  management  board;  these  rules  of
      procedure require the consent of the supervisory board.

                              IV. SUPERVISORY BOARD

                                      ss. 6

              Composition, Term of Office, Resignation from Office

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                                     - 5 -

(1)   The supervisory  board consists of sixteen members,  of whom eight members
      are elected by the  shareholders  and of whom eight members are elected by
      the  employees.  The election of the  supervisory  board  members is for a
      period not  exceeding the end of the general  meeting of the  shareholders
      which decides on the formal approval of conduct for the fourth fiscal year
      after the  beginning  of the term of office.  The fiscal year in which the
      term of office  begins is not  included in this  calculation.  The general
      meeting  of the  shareholders  may  specify a shorter  term of office  for
      shareholders' supervisory board members when they are elected.

(2)   Replacement members may be elected for several or all of the shareholders'
      supervisory  board members to take the place of shareholders'  supervisory
      board  members who have left office  prior to the end of their term or who
      can no longer take up office because their election was  challenged.  This
      replacement  takes  effect  in the order  laid  down when the  replacement
      members were elected.  If a replacement member takes the place of a member
      who has left  office,  then the  office of the  replacement  member  shall
      expire at the end of the general  meeting of the  shareholders  at which a
      replacement election takes place, but at the latest upon the expiry of the
      term of office of the supervisory  board member who has left. The election
      of  the  replacement  members  of the  supervisory  board  elected  by the
      employees is governed by the provisions of Co-Determination Act.

(3)   Each supervisory board member may resign from office with four weeks prior
      notice,  even  without  cause,  by means of  written  notification  to the
      chairman of the supervisory  board. The chairman of the supervisory  board
      or, in case the chairman resigns,  his deputy,  can consent to this period
      of notice being shortened.

                                      ss. 7

                            Chairman, Deputy Chairman

(1)   Immediately  after the general  meeting of the  shareholders  at which the
      supervisory  board  members to be elected  by the  general  meeting of the
      shareholders  have been newly elected,  a supervisory  board meeting shall
      take place  which  does not have to be  specially  convened,  at which the
      supervisory  board elects a chairman and a deputy  chairman from its midst
      for the duration of the relevant period in office,  in accordance with the
      provisions of the Co-Determination Act. In addition, the supervisory board
      elects a second deputy chairman. One of the deputy chairmen shall take the
      chairman's  place in all  cases in which  the  latter  is  prevented  from
      attending,  unless otherwise  stipulated in these articles of association.
      In all cases in which he acts as deputy for the chairman,  he has the same
      rights as the chairman, with the exception of the second vote to which the
      chairman is entitled under the terms of the Co-Determination Act.

(2)   If the chairman or a deputy  chairman leave office before the end of their
      term, a new election for the remaining  period of office of the person who
      has left shall take place without delay.

                                      ss. 8

                       Committees of the Supervisory Board

To the extent to which  statute  or the  articles  of  association  permit,  the
supervisory  board can  transfer  its  duties  and  rights to its  chairman,  to
individual  members or to committees

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                                     - 6 -

formed from its midst.  If the chairman of the  supervisory  board  belongs to a
committee  and if there is a tie in the voting of the  committee,  then he - but
not his deputy - has two votes if voting is carried  out a second  time and once
again ends in a tie.

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                                      ss. 9

                   Convocation and Passing of the Resolutions

(1)   The  chairman  shall  convene  the  meetings of the  supervisory  board in
      writing,  by  facsimile or  electronic  mail with a period of notice of at
      least two weeks.  The day on which the  notice of the  meeting is sent out
      and the day of the  meeting  itself  are not  included  in this  period of
      notice.  In case of urgency,  he can shorten the period of notice to three
      days  and can  also  convene  the  meeting  orally  or by  telephone.  The
      provisions  in paragraph 1 and 2 of ss. 110 of the Stock  Corporation  Act
      remain unaffected.

(2)   Notice of the meeting must be accompanied  by information  about the items
      on the agenda and the proposed resolutions.  If a matter on the agenda was
      not properly announced,  resolutions may only be passed on it if no member
      of the supervisory board opposes the passing of the resolution.

(3)   The chairman heads the meetings of the  supervisory  board.  He determines
      the order in which the items on the agenda are dealt with,  as well as the
      manner and order of voting.

(4)   The  supervisory  board has a quorum if at least  half of its  members  as
      required by statute  participate  in passing  resolutions  in person or by
      written casting of votes.

(5)   Resolutions  are passed with a simple  majority of the votes cast,  unless
      statute otherwise requires.  This also applies to elections.  In case of a
      tie in the voting,  the chairman of the supervisory board has two votes if
      voting is carried out a second time on the same item and again  results in
      a tie.

(6)   An absent member can have his written vote handed in by another  member of
      the supervisory board.

(7)   It shall be permissible for supervisory  board meetings to be held and for
      resolutions to be passed in writing, by telephone,  facsimile or telex, or
      with the assistance of other means of  telecommunication,  if the chairman
      of the  supervisory  board so  determines on a  case-by-case  basis and no
      member of the supervisory board objects to this procedure.

(8)   Minutes shall be taken of the meetings and  resolutions of the supervisory
      board.  They shall be signed by the chairman  and sent to all  supervisory
      board members in copy.

(9)   The chairman shall act for the  supervisory  board if  declarations to the
      implementation of resolutions must be given or received. The documents and
      announcements of the supervisory board shall be signed by the chairman.

                                     ss. 10

                   Duties and Powers of the Supervisory Board

(1)   The  supervisory  board  shall  appoint  the  management  board  and shall
      supervise its management activities.

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                                     - 8 -

(2)   The management board shall permanently  report to the supervisory board to
      the extent specified by statute.  In addition,  the supervisory  board can
      require  reports  about all  matters of the  company,  about its legal and
      business   relations   with   affiliated   companies  and  about  business
      transactions at these enterprises which may be of material  importance for
      the situation of the company.

(3)   The supervisory board shall establish rules of procedure for itself.

(4)   The supervisory  board is entitled to alter the articles of association if
      such alterations only relate to its wording.

(5)   The  members  of  the  supervisory   board  must  maintain  silence  about
      confidential  information  and  secrets of the  company,  namely  trade or
      business  secrets,  which become known to the  supervisory  board  members
      through their  membership  in the  supervisory  board.  If a member of the
      supervisory  board  intends to  disclose  to a third  party,  confidential
      information and secrets, in particular  information about the contents and
      course of  supervisory  board  meetings  as well as about the  contents of
      submissions to and  resolutions of the  supervisory  board,  he must first
      inform the  chairman  of the  supervisory  board in order to  resolve  any
      differences in opinion relative to any duty of confidence.

                                     ss. 11

                                  Remuneration

(1)   Each member of the  supervisory  board shall receive a fixed  remuneration
      payable  at the end of the  company's  fiscal  year in the  amount  of EUR
      25,000 per full  fiscal  year.  Supervisory  board  members who during the
      current  fiscal year join or leave the  supervisory  board shall receive a
      corresponding pro rata portion of this  remuneration.  The chairman of the
      supervisory  board  shall  receive  two times that  amount and each deputy
      chairman and each other member of any committee of the supervisory  board,
      with the exception of the members of committees of the  supervisory  board
      which have to be created due to statutory  provisions,  shall  receive one
      and a half time this amount.  In addition,  each member of the supervisory
      board shall receive 1500 appreciation rights  (Wertsteigerungsrechte)  per
      year to be granted and  exercised  under the same  conditions as the stock
      option plan  provides,  which has been approved by the general  meeting of
      the   shareholders   applicable  in  the  year  of  the  granting  of  the
      appreciation  rights. Such appreciation rights do not entitle to subscribe
      to shares but only to receive compensation in cash.

(2)   The company shall reimburse the members of the supervisory board for their
      cash expenses and the value added tax on their  remuneration,  if they can
      and do invoice these separately.

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                                     - 9 -

                     V. GENERAL MEETING OF THE SHAREHOLDERS

                                     ss. 12

                  Ordinary General Meeting of the Shareholders

The ordinary  general  meeting of the  shareholders  shall take place within the
first eight months of the fiscal year. Its agenda shall include regularly

(a)   the submission of the annual  financial  statements  with the  managements
      discussion and analysis (of financial condition and results of operations)
      of the management board and the report of the supervisory board;

(b)   the passing of a  resolution  on the  appropriation  of the balance  sheet
      profit;

(c)   the formal approval of conduct of the management board and the supervisory
      board;

(d)   the election of the auditor.

                                     ss. 13

                              Place and Convocation

(1)   The  general  meeting  of  the  shareholders  shall  be  convened  by  the
      management  board or the  supervisory  board.  It shall  take place at the
      company's  registered  place of  business  in a German  city  with a stock
      exchange.  As far as  legally  permissible,  the  general  meeting  of the
      shareholders may also take place at other places where a stock exchange on
      which the company's shares are admitted for trading is located.

(2)   The convocation must be announced at least one month before the end of the
      day by which the shareholders  must give  notification of attendance.  The
      day on which the  convocation  of the meeting is announced  and the day by
      which  the  shareholders  must give  notification  of  attendance  for the
      meeting shall not be included in the calculation of the required period.

                                     ss. 14

         Conditions for Participation and the Exercise of Voting Rights

Shareholders  are  entitled  to  participate  in  the  general  meeting  of  the
shareholders,  and to exercise their voting  rights,  if they are entered in the
company's  share  register and have given  notification  of  attendance  for the
meeting  in good  time.  The  notification  of  attendance  shall be made to the
management board at the company's registered place of business either in writing
or by facsimile or by means of electronic  communication to be determined by the
company.  The notification of attendance must be received at least six full days
before the date of the  general  meeting.  The  management  board may  specify a
shorter  deadline  for  receipt  in the  notice of  convocation  of the  general
meeting.  Details of the notification of attendance shall be published  together
with the notice of  convocation  in the relevant  publications  specified in the
Articles of Association.

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                                     - 10 -

                                     ss. 15

                              Direction and Course

(1)   The  chairman  of the  supervisory  board shall  preside  over the general
      meeting  of the  shareholders.  If he is unable to attend,  this  function
      shall be assumed by a member of the supervisory  board named by him. If no
      such member has been named by him, this  function  shall be assumed by the
      member chosen by the shareholders' supervisory board members in accordance
      with paragraph 3 of ss. 27 of the  Co-Determination  Act. If none of these
      has  appeared  at this  meeting or is willing  to chair the  meeting,  the
      shareholders'  supervisory  board  members who are  present  shall elect a
      person as chairman of the meeting.

(2)   The  chairman  of the  meeting  shall  regulate  the course of the general
      meeting of the  shareholders.  He can make use of assistants  for this, in
      particular in the exercise of the right to supervise internal meetings. He
      determines  the  order in which  speakers  take the  floor and can order a
      restriction  of the speaking  time, or the end of the debate on individual
      items on the agenda,  if this is necessary  for the proper  conduct of the
      general meeting of the shareholders.

(3)   The chairman of the meeting  determines the order of items to be discussed
      and of the voting, as well as the voting procedure.  He can stipulate that
      several  votes may be collected  together  when voting cards or other data
      carriers are used.

(4)   Shareholders  who do not wish to participate in the voting must notify the
      chairman of the  meeting  thereof  before the start of the voting,  in the
      form  specified  by the  chairman;  in order to  calculate  the results of
      voting, only the votes against and the abstentions will be counted;  votes
      of  shareholders  present or represented  who have neither  declared their
      non-participation  in the  voting,  nor  have  voted  with  "no"  nor have
      abstained, will be counted as a yes.

(5)   The chairman of the meeting can change the voting  procedures  laid out in
      (3) and (4) and can also order other  procedures,  especially  by allowing
      votes through ,,calling out" or through a show of hands.

(6)   If previously  announced in the  convocation of the general  meeting,  the
      chairman  of the  meeting  may permit  live  transmission  of the  general
      meeting,  attendance  at the general  meeting,  and  participation  in the
      voting process at the general  meeting by the use of electronic  means, if
      this is legally permissible.

(7)   Notarially  acknowledged minutes of the general meeting shall be kept. The
      minutes shall be conclusive for the  shareholders  among themselves and in
      relation to their proxies.

                                     ss. 16

                                  Voting Right

(1)   Each share carries one vote.

(2)   Votes  may be  cast  by  proxy.  If  neither  a bank  nor a  shareholders'
      association  is named as a proxy,  authority  to attend  and vote by proxy
      must be submitted in writing or transferred  by electronic  means in a way
      to be determined by the company.  Details

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                                     - 11 -

      regarding  the  appointment  of proxies are  published  together  with the
      convocation of the general meeting in the relevant publications  specified
      in the Articles of Association.

                                     ss. 17

                               Passing Resolutions

(1)   Resolutions  shall be passed with a simple majority of the votes cast and,
      in so far as a capital  majority is necessary,  with a simple  majority of
      the  represented  share capital,  unless a higher  majority is required by
      compulsory statutory provisions or by these articles of association.

(2)   At elections,  the proposition which attracts the most votes is considered
      as having been approved,  with the exception of supplementary elections to
      the supervisory board as specified in paragraph 2, sentence 3 of ss. 6; In
      case of a tie in the voting,  the lot drawn by the chairman of the meeting
      shall decide.

          VI. ANNUAL FINANCIAL STATEMENTS AND APPROPRIATION OF PROFITS

                                     ss. 18

                           Annual Financial Statements

(1)   In the first three months of the fiscal year, the  management  board shall
      prepare the annual financial  statements and  management's  discussion and
      analysis  for the fiscal year just ended and  promptly  submit them to the
      supervisory  board together with a proposal for the  appropriation  of the
      balance  sheet  profit.  The  supervisory  board shall  examine the annual
      financial  statements,  management's  discussion  and  analysis,  and  the
      proposal for the appropriation of the balance sheet profit in consultation
      with the company's independent auditors.

(2)   If the  company is legally  required  to  prepare  consolidated  financial
      statements,  the management  board shall,  within the first five months of
      the  fiscal  year,   prepare   consolidated   financial   statements   and
      management's  discussion and analysis of consolidated  financial condition
      and  results  of  operations   for  the  fiscal  year  just  ended.   Such
      consolidated financial statements and any exempting consolidated financial
      statements  prepared  pursuant  to ss.  291  and ss.  292a  of the  German
      Commercial  Code (HGB)  shall be  promptly  submitted  to the  supervisory
      board.

                                     ss. 19

                            Appropriation of Profits

(1)   The general meeting of the shareholders shall resolve the appropriation of
      the balance sheet profit.

(2)   The  shareholders'  shares in the profits are  determined in proportion to
      their shares of the share capital.

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                                     - 12 -

(3)   In case of an increase in the share capital,  the participation of the new
      shares in the profits can be determined in divergence  from paragraph 2 of
      ss. 60 of the Stock Corporation Act.

                                     ss. 20

                     Determination of Contributions in Kind

(1)   The  incorporator  , Siemens  AG,  with  registered  places of business in
      Munich and Berlin,  contributes  to the company,  with economic  effect on
      April 1, 1999,  0.00 a.m.  as a  contribution  in kind,  all of the assets
      which exclusively belong to its semiconductor division, in particular:

      a)   its  unincorporated  division  internally  referred to as Halbleiter,
           including all assets and liabilities pertaining thereto;

      b)   all of its shares in the German and foreign  companies  listed  below
           and belonging to the semiconductor  division,  in each case including
           the profit or loss for the current fiscal year:

           -  interests  in the  nominal  value  of DM  240,000,000  in  Siemens
              Microelectronics Center GmbH & Co. OHG, Dresden, registered in the
              commercial register of Dresden Local Court under HRA 1769,

           -  shares   in  the   nominal   value  of  DM   50,000   in   Siemens
              Microelectronics  Center   Verwaltungsgesellschaft  mbH,  Dresden,
              registered in the commercial register of Dresden Local Court under
              HRA 9982,

           -  interests  in  the  nominal   value  of  DM  55,300,000  in  EUPEC
              Europaische  Gesellschaft fur  Leistungshalbleiter  mbH & Co., KG,
              Warstein-Belecke,   registered  in  the  commercial   register  of
              Warstein Local Court under HRA 346,

           -  shares in the  nominal  value of DM  60,000  in EUPEC  Europaische
              Verwaltungsgesellschaft  fur  Leistungshalbleiter  mbH & Co.,  KG,
              Warstein-Belecke,   registered  in  the  commercial   register  of
              Warstein Local Court under HRA 273,

           -  interests  in the  nominal  value of DM  4,279,068  in Osram  Opto
              Semiconductors  GmbH  & Co  OHG,  Regensburg,  registered  in  the
              commercial register of Regensburg Local Court under HRA 6036,

           -  shares   in   the   nominal   value   of  DM   24,500   in   Osram
              Unternehmensverwaltung  Gesellschaft  mit  beschrankter  Haftung ,
              Munich,  registered  in the  commercial  register of Munich  Local
              Court under HRA 123984,

           -  interests in the nominal value of DM 100,000 in Siemens Halbleiter
              GmbH & Co. OHG, Munich,  registered in the commercial  register of
              Munich Local Court under HRA 73932,

           -  shares in the  nominal  value of DM 50,000 in  Siemens  Halbleiter
              Verwaltungsgesellschaft  mbH, Munich, registered in the commercial
              register of Munich Local Court under HRB 118186,

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                                     - 13 -

           -  interests in the nominal value of DM  15,030,000 in  Semiconductor
              300 GmbH & Co. KG, Dresden,  registered in the commercial register
              of Dresden Local Court under HRA 3104,

           -  shares in the  nominal  value of DM 25,100  in  Semiconductor  300
              Verwaltungsgesellschaft mbH, Dresden, registered in the commercial
              register of Dresden Local Court under HRB 15763,

           -  interests in the nominal  value of DM 2,000,000 in Epos GmbH & Co.
              KG,  Duisburg,  registered in the commercial  register of Duisburg
              Local Court under HRB 6429,

           -  shares   in   the   nominal   value   of   DM   25,000   in   Epos
              Verwaltungsgesellschaft   mbH,   Duisburg,   registered   in   the
              commercial register of Duisburg Local Court under HRB 7688,

           -  shares in the nominal value of DM 125,000 in  Freiberger  Compound
              Material  GmbH,  Freiberg/Sachsen,  registered  in the  commercial
              register of Chemnitz Local Court under HRB 11609,

           -  Shares  (721,500,000  no par value shares) in the nominal value of
              TWD 7,215,000,000 in ProMos Technologies, Inc., Hsin-Chu, Taiwan.

           Profits from earlier fiscal years (that is, profits  carried  forward
           or profits  of earlier  fiscal  years on the  allocation  of which no
           resolution has been passed) also belong exclusively to the company.

      The incorporator,  Siemens AG, guarantees in relation to the contributions
      in kind listed above and to be  contributed,  that the value of the assets
      of the  contributors  in kind  exceeds  the  liabilities  relating  to the
      contributions  in kind by EUR 161,825,088 and receives in consideration of
      its contributions in kind a total of 80,912,544 no par value shares,  with
      an aggregate nominal value of EUR 161,825,088

(2)   The incorporator  Siemens  Netherlands  N.V., with its registered place of
      business in the Hague, contributes to the company, with economic effect on
      April 1, 1999, 0.00 a.m. all of its shares in the aggregate  nominal value
      of EUR 1,000,000 in Infineon  Technologies  Holding B.V., the Hague,  as a
      contribution in kind, with the rights to participate in profit as from the
      incorporation of such company.

      The   incorporator   Siemens   Netherlands  N.V.   guarantees,   for  this
      contribution  in  kind,  a  value  of  EUR  238,174,912  and  receives  in
      consideration  of its  contributions in kind a total of 119,087,456 no par
      value shares, with an aggregate nominal value of EUR 238,174,912.

                                     ss. 21

                               Costs of Formation

The company bears the costs of incorporation  (notary's and registration fees as
well as costs of publication), estimated at DM 100,000.