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                                                                     Exhibit 1.1



(Translation)



                            Articles of Incorporation
                                       of
                                  Hitachi, Ltd.


<TABLE>
<S>                  <C>                   <C>                   <C>
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
</TABLE>

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                                     - 2 -

                          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 relating to the foregoing items.

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                                     - 3 -

Article 3.  (Location of head office)
          The Company shall have its head office in Chiyoda-ku, Tokyo.


Article 4.  (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.


                                Chapter II Shares

Article 5.  (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 6.  (Number of shares to constitute one unit and nonissuance of share
            certificates evidencing less-than-one-unit shares)
          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.


Article 7.  (Transfer agent)
          The Company shall have a transfer agent in respect of shares.
          The share register and the beneficiaries' record 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 8.  (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 (including beneficiaries hereinafter), 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 Board of Directors.

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                                     - 4 -

Article 9.  (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 10.  (Record date and closing of share register)
          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.
          If necessary, in the case mentioned in any of the preceding
     paragraphs, any alteration of the entries or records in the share register
     may be suspended for a certain period by giving public notice in advance,
     by resolution of the Board of Directors.


                               Chapter III Organs

                   Section 1. General Meeting of Shareholders

Article 11.  (Convening)
          An ordinary General Meeting of Shareholders shall be convened in June
     of each year and an extraordinary General Meeting of Shareholders shall be
     convened whenever necessary by the President and Director.
          If the President and Director is prevented from discharging his
     duties, such meeting shall be convened by another Representative Director
     in the order previously fixed by the Board of Directors.


Article 12.  (Chairmanship)
          Chairmanship of a General Meeting of Shareholders shall be assumed by
     the President and Director. If the President and Director is prevented from
     discharging his duties, then another Director shall act as such chairman in
     the order previously fixed by the Board of Directors.

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                                     - 5 -

Article 13.  (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 14.  (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.


Article 15.  (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 and the Directors present have
     affixed their names and seals or their electronic signatures thereto.


                   Section 2. Directors and Board of Directors

Article 16.  (Number)
          The Company shall have not more than 40 Directors.


Article 17.  (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.


Article 18.  (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 two years 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 19.  (Representative Directors)
          Representative Directors shall be selected by resolution of the Board
     of Directors.

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                                     - 6 -

Article 20.  (Chairman of the Board, Vice Chairman of the Board and President)
          By resolution of the Board of Directors, a President and Director
     shall be selected and for reasons of the Company's operation, a Chairman of
     the Board and a Vice Chairman of the Board may be selected; provided that
     the President and Director must be a Representative Director.


Article 21.  (Executive Vice Presidents, Senior Vice Presidents and Executive
             Managing Directors)
          For reasons of its operation, the Company may have one or more
     Executive Vice Presidents and Directors, Senior Vice Presidents and
     Directors, and Executive Managing Directors, respectively, by resolution of
     the Board of Directors.


Article 22.  (Convening of meeting of the Board of Directors)
          Notice for convening a meeting of the Board of Directors shall be
     dispatched to each Director and each Corporate Auditor 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 23.  (Remuneration)
          The remuneration and retirement allowance for Directors shall be
     decided at a General Meeting of Shareholders.


Article 24.  (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 as provided in Article 266,
     paragraph 1, item 5 of the Commercial Code of Japan 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 in respect of any act as provided in
     Article 266, paragraph 1, item 5 of the Commercial Code of Japan to the
     aggregate amount as provided in the items of paragraph 19 of the said
     Article of the Commercial Code.


Article 25.  (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.

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                                     - 7 -

          Section 3. Corporate Auditors and Board of Corporate Auditors

Article 26.  (Number)
          The Company shall have not more than seven Corporate Auditors.


Article 27.  (Term of office)
          The term of office of Corporate Auditors shall expire at the close of
     the ordinary General Meeting of Shareholders relating to the last closing
     of accounts within three years after their assumption of office; provided,
     however, that the term of office of a Corporate Auditor elected to fill a
     vacancy created by the retirement of another Corporate Auditor before the
     expiration of his term of office shall expire at the time the term of
     office of the retired Corporate Auditor would have expired.


Article 28.  (Application of provisions relating to Directors)
          The provisions of the first paragraph of Article 17 and Article 23
     shall apply, mutatis mutandis, with respect to Corporate Auditors.


Article 29.  (Exemption of Corporate Auditors from liabilities)
          The Company may, by resolution of the Board of Directors, exempt any
     Corporate Auditor from liabilities to the extent as provided in laws or
     regulations.


Article 30.  (Convening of meeting of the Board of Corporate Auditors)
          Notice for convening a meeting of the Board of Corporate Auditors
     shall be dispatched to each Corporate Auditor 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 31.  (Regulations of the Board of Corporate Auditors)
          In addition to what is provided by laws, regulations or these Articles
     of Incorporation, the matters concerning the Board of Corporate Auditors
     shall be governed by the Regulations of the Board of Corporate Auditors
     established by the Board of Corporate Auditors.


                          Section 4. Chairmen Emeritus

Article 32.  (Chairmen Emeritus)
          The Company may have Chairmen Emeritus by resolution of the Board of
     Directors.

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                                     - 8 -

                               Chapter IV Accounts

Article 33.  (Date of closing of accounts)
          The date of closing of accounts of the Company shall be March 31 of
     each year.


Article 34.  (Dividends)
          Dividends shall be paid to the shareholders or registered pledgees as
     of each date of closing of accounts after the close of the ordinary General
     Meeting of Shareholders concerned.
          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 35.  (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.