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                                                                     Exhibit 1.1

(Translation)

                   Articles of Incorporation of Hitachi, Ltd.

Establishment:   February 1, 1920
Amendments:      June 27, 1920        December 25, 1923    August 25, 1928
                 November 26, 1928    May 28, 1929         January 27, 1933
                 October 27, 1933     April 26, 1935       January 27, 1937
                 October 28, 1937     October 27, 1938     February 25, 1939
                 October 27, 1939     August 28, 1940      December 19, 1940
                 April 28, 1941       April 27, 1943       November 9, 1943
                 April 10, 1944       April 27, 1944       August 25, 1944
                 October 27, 1944     April 27, 1945       September 19, 1945
                 May 20, 1946         April 26, 1947       February 16, 1948
                 August 4, 1948       December 27, 1948    September 28, 1949
                 November 28, 1949    October 29, 1951     November 26, 1954
                 November 28, 1955    October 1, 1956      May 28, 1957
                 November 28, 1957    May 29, 1961         November 28, 1961
                 August 31, 1962      November 28, 1962    April 1, 1963
                 May 28, 1963         November 28, 1967    May 28, 1969
                 November 28, 1974    June 28, 1982        June 29, 1989
                 June 27, 1991        June 29, 1994        June 26, 1998
                 June 29, 1999        June 28, 2000        October 1, 2001
                 June 26, 2002        February 6, 2003     April 1, 2003
                 June 25, 2003

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                          Chapter I General Provisions

Article 1.  (Corporate name)

            The Company shall be called "Kabushiki Kaisha Hitachi Seisakusho" in
      Japanese and "Hitachi, Ltd." in English.

Article 2.  (Corporate purpose)

            The purpose of the Company shall be to carry on the following
      businesses:
                 1. Manufacture and sale of electrical machinery and appliances.
                 2. Manufacture and sale of industrial machinery and appliances.
                 3. Manufacture and sale of rolling stock.
                 4. Manufacture and sale of telecommunication and electronic
                    machinery and appliances.
                 5. Manufacture and sale of lighting and household machinery and
                    appliances.
                 6. Manufacture and sale of optical and medical machinery and
                    instruments.
                 7. Manufacture and sale of measuring and other general
                    machinery and appliances.
                 8. Manufacture and sale of materials related to the products
                    mentioned in any of the foregoing items.
                 9. Preparation and sale of software.
                10. Preparation and sale of images, software and data related to
                    multimedia.
                11. Leasing and maintenance services of the products mentioned
                    in any of the foregoing items.
                12. Supply of electricity.
                13. Telecommunication, information processing and information
                    supply services, as well as broadcasting.
                14. Undertaking of commercial transactions and payment
                    transactions by utilizing the Internet.
                15. Provision of results of research and development related to
                    biotechnology.
                16. Consulting on any of the foregoing items.
                17. Licensing of industrial property rights and know-how.
                18. Undertaking of engineering related to any of the foregoing
                    items.
                19. Design, supervision and undertaking of construction work.
                20. Money lending, factoring, debt guarantee and investment
                    advisory business.
                21. Home health care support business under the Health Care
                    Insurance Law and the operation of health care and nursing
                    facilities.
                22. Any and all businesses related to the foregoing items.

Article 3.  (Provision of company which adopts the Committee System)

            The Company shall subject itself to the special exceptions as
      provided for in Chapter II, Section 4 of the Law for Special Exceptions to
      the Commercial Code Concerning Audit, etc. of Kabushiki-Kaisha (the
      "Special Exceptions Law") of Japan.

Article 4.  (Location of head office)

            The Company shall have its head office in Chiyoda-ku, Tokyo.

Article 5.  (Method of giving public notices)

            The public notices of the Company shall be given by publication in
      the Mainichi Shimbun and the Nihon Keizai Shimbun, both published in
      Tokyo.

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                                Chapter II Shares

Article 6.  (Total number of shares authorized to be issued)

            The total number of shares authorized to be issued by the Company
      shall be 10,000,000,000 shares; provided, however, that in the event that
      any shares are canceled, the number of such shares so canceled shall be
      subtracted from the total number of shares so authorized.

Article 7.  (Number of shares to constitute one unit, etc.)

            The number of shares to constitute one unit of shares of the Company
      shall be 1,000 shares.

            The Company shall not issue share certificates evidencing
      less-than-one-unit shares.

            Any shareholder (including beneficiary; the same applies
      hereinafter) who holds less-than-one-unit shares of the Company shall be
      entitled to request the Company to sell the number of shares that will,
      together with such less-than-one-unit shares, constitute a full unit of
      shares.

Article 8.  (Transfer agent)

            The Company shall have a transfer agent in respect of shares.

            The share register, the beneficiaries' record and the register of
      loss of share certificates of the Company shall be kept at the business
      office of the transfer agent.

            The transfer agent mentioned in the first paragraph shall handle for
      the Company the registration of the transfer of shares and other business
      relating to shares.

            The provisions of the foregoing paragraphs shall apply with respect
      to debentures.

Article 9.  (Share Handling Regulations)

            In addition to what is provided in laws, regulations or these
      Articles of Incorporation, the denominations of share certificates of the
      Company and registration of the transfer of shares of the Company,
      registration of rights of pledges, declaration of property in trust,
      notices from shareholders, reissue of share certificates, handling of
      exercise of voting rights and other rights of shareholders by
      electromagnetic methods and other matters relating to the handling of
      shares shall be governed by the Share Handling Regulations established by
      the Executive Officer authorized by the Board of Directors.

Article 10. (Provisional address or agent of shareholders, etc., residing
            abroad)

            Shareholders, pledgees or their legal representatives residing in
      foreign countries shall establish their provisional addresses or appoint
      their agents, in Japan, and shall notify such addresses or agents in
      accordance with the Share Handling Regulations. The same shall apply in
      case of a change occurring in these matters.

Article 11. (Record date)

            The Company shall treat the shareholders as of the date of the
      closing of accounts for each business term as shareholders entitled to
      exercise the rights of shareholders at the ordinary General Meeting of
      Shareholders for such business term.

            In addition to the preceding paragraph, if it is deemed necessary,
      the Company may, by giving public notice in advance, by resolution of the
      Board of Directors, treat the shareholders or pledgees as of a certain
      date and hour as the shareholders or pledgees entitled to exercise their
      rights.

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                               Chapter III Organs

                   Section 1. General Meeting of Shareholders

Article 12. (Convening)

            An ordinary General Meeting of Shareholders shall be convened within
      three months next following the date of closing of accounts of each year
      and an extraordinary General Meeting of Shareholders shall be convened
      whenever necessary, in a ward, or ku of Tokyo by the President and Chief
      Executive Officer in accordance with the resolution of the Board of
      Directors. If the President and Chief Executive Officer is prevented from
      discharging his duties, such meeting shall be convened by another
      Executive Officer in the order previously fixed by the Board of Directors.

Article 13. (Chairmanship)

            Chairmanship of a General Meeting of Shareholders shall be assumed
      by the President and Chief Executive Officer. If the President and Chief
      Executive Officer is prevented from discharging his duties, another person
      shall act as such chairman in the order previously fixed by the Board of
      Directors.

Article 14. (Exercise of voting rights by proxy)

            Shareholders or their legal representatives may exercise their
      voting rights by proxy; provided, however, that such proxy must be a
      shareholder of the Company entitled to vote.

            In the case mentioned in the preceding paragraph, a document showing
      the power of representation shall be submitted to the Company in advance.

Article 15. (Method of adopting resolutions)

            Unless otherwise provided by laws, regulations or these Articles of
      Incorporation, resolutions at a General Meeting of Shareholders shall be
      adopted by a majority of the votes of the shareholders present.

            Any resolution as provided for in Article 343 of the Commercial Code
      of Japan shall be adopted at a General Meeting of Shareholders at which
      shareholders representing one-third or more of the voting rights of all
      the shareholders shall be present, by a majority of two-thirds or more of
      the voting rights of the shareholders so present.

Article 16. (Minutes)

            With respect to the proceedings at a General Meeting of
      Shareholders, minutes shall be prepared entering or recording therein the
      general proceedings and the resultant actions taken thereat, and such
      minutes shall be kept at the Company after the chairman, the Directors and
      the Executive Officers present have affixed their names and seals or their
      electronic signatures thereto.

             Section 2. Directors, Board of Directors and Committees

Article 17. (Number)

            The Company shall have not more than 20 Directors.

Article 18. (Election)

            For the adoption of resolutions for the election of Directors, the
      presence of shareholders representing one-third or more of the voting
      rights of all the shareholders shall be required at the General Meeting of
      Shareholders.

            Resolutions under the preceding paragraph shall not be made by
      cumulative voting.

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Article 19. (Term of office)

            The term of office of Directors shall expire at the close of the
      ordinary General Meeting of Shareholders relating to the last closing of
      accounts within one year after their assumption of office; provided,
      however, that the term of office of those Directors who have newly assumed
      office while the other Directors are still in office shall be for the
      remaining balance of the term of office of the other Directors presently
      in office.

Article 20. (Chairman of the Board)

            By resolution of the Board of Directors, a Chairman of the Board
      shall be selected.

Article 21. (Convening of meeting of the Board of Directors)

            Notice for convening a meeting of the Board of Directors shall be
      dispatched to each Director one week prior to the date of the meeting;
      provided, however, that in case of urgency, such period may be shortened
      and such notice may be dispatched three days prior to the date of the
      meeting.

Article 22. (Exemption of Directors from liabilities)

            The Company may, by resolution of the Board of Directors, exempt any
      Director from liabilities as provided in Article 21-17, paragraph 1 of the
      Special Exceptions Law to the extent as provided in laws or regulations.

            The Company may enter into an agreement with any outside Director to
      limit liabilities of such Director as provided in Article 21-17, paragraph
      1 of the Special Exceptions Law to the aggregate amount as provided in the
      items of paragraph 19 of Article 266 of the Commercial Code, which are
      applied by paragraph 5 of the said Article of the Special Exceptions Law.

Article 23. (Board of Directors Regulations)

            In addition to what is provided by laws, regulations or these
      Articles of Incorporation, the matters concerning the Board of Directors
      shall be governed by the Board of Directors Regulations established by the
      Board of Directors.

Article 24. (Committees)

            The Company shall have the Nominating Committee, the Audit Committee
      and the Compensation Committee.

Article 25. (Regulations of Committees)

            In addition to what is provided by laws, regulations, these Articles
      of Incorporation or by the Board of Directors, the matters concerning each
      Committee shall be governed by the regulations thereof established by each
      such Committee.

                          Section 3. Executive Officers

Article 26. (Number)

            By resolution of the Board of Directors, the Company shall have not
      more than 40 Executive Officers.

Article 27. (Term of office)

            The term of office of Executive Officers shall expire at the close
      of the first meeting of the Board of Directors after the ordinary General
      Meeting of Shareholders relating to the last closing of accounts within
      one year after their assumption of office; provided, however, that the
      term of office of those Executive Officers who have newly assumed office
      while the other Executive Officers are still in office shall be for the
      remaining balance of the term of office of the other Executive Officers
      presently in office.

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Article 28. (President and Chief Executive Officer)

            By resolution of the Board of Directors, a President and Chief
      Executive Officer shall be selected, provided that the President and Chief
      Executive Officer must be a Representative Executive Officer.

Article 29. (Exemption of Executive Officers from liabilities)

            The Company may, by resolution of the Board of Directors, exempt any
      Executive Officer from liabilities as provided in Article 21-17, paragraph
      1 of the Special Exceptions Law to the extent as provided in laws or
      regulations.

                          Section 4. Chairmen Emeritus

Article 30. (Chairmen Emeritus)

            The Company may have Chairmen Emeritus by resolution of the Board of
      Directors.

                               Chapter IV Accounts

Article 31. (Date of closing of accounts)

            The date of closing of accounts of the Company shall be March 31 of
      each year.

Article 32. (Dividends)

            Dividends shall be paid to the shareholders or registered pledgees
      as of each date of closing of accounts.

            If the dividends mentioned in the preceding paragraph are not
      received within three years from the date they became due and payable, the
      Company shall be relieved of the obligation to pay such dividends.

Article 33. (Interim dividends)

            The Company may, by resolution of the Board of Directors, make such
      distribution of money as provided for in Article 293-5 of the Commercial
      Code of Japan to the shareholders or registered pledgees as of the last
      day of September of each year.

            The provisions of the second paragraph of the preceding Article
      shall apply, mutatis mutandis, to the distribution of money mentioned in
      the preceding paragraph.

                            Supplementary Provisions

Article 1.  (Transitional measure regarding exemption of Directors from
            liabilities)

            The Company may, by resolution of the Board of Directors, exempt any
      Director from liabilities in respect of any act prior to the close of the
      ordinary General Meeting of Shareholders relating to the accounting period
      ended March 2003 as provided in Article 266, paragraph 1, item 5 of the
      Commercial Code of Japan to the extent as provided in laws or regulations.

Article 2.  (Transitional measure regarding exemption of Corporate Auditors from
            liabilities)

            The Company may, by resolution of the Board of Directors, exempt any
      Corporate Auditor from liabilities prior to the close of the ordinary
      General Meeting of Shareholders relating to the accounting period ended
      March 2003 to the extent as provided in laws or regulations.