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                                   Exhibit 4.1


                            Articles of Incorporation

                                       of

                            Trend Micro Incorporated

                                    CHAPTER I
                               GENERAL PROVISIONS

Article 1. Corporate Name

     The corporate name of the Company shall be "Trend Micro Kabushiki Kaisha"
and in English it shall be "Trend Micro Incorporated."

Article 2. Purposes

     The purposes of the Company shall be to engage in the following businesses:

     (a)  Manufacture, sale, import and export of electronic components;

     (b)  Manufacture, sale, import and export of household electric appliances;

     (c)  Manufacture, sale, import and export of communications equipment;

     (d)  Manufacture, sale, import and export of medical equipment;

     (e)  Design, sale, import and export of computer software;

     (f)  Design, sale, import and export of computer hardware and related
          products;

     (g)  Administration and maintenance of computer systems;

     (h)  Provision of consultation with respect to computer systems; and

     (i)  Any other business incidental to any of the preceding items.

Article 3. Location of Head Office

     The head office of the Company shall be located in Shibuya-ku, Tokyo.

Article 4. Method of Placing Public Notice

     Public notices of the Company shall be placed in the Nihon Keizai Shimbun.

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                                   CHAPTER II

                                     SHARES

Article 5. Total Number of Shares to be Issued

     The total number of shares to be issued by the Company shall be two hundred
and fifty million (250,000,000).

Article 6. Number of Shares Constituting One Unit

     The number of shares constituting one unit of the Company shall be five
hundred (500).

Article 7. Non-issuance of Share Certificates Representing Less Than One Unit

     The Company shall not issue share certificates representing less than one
unit.

Article 8. Transfer Agent

     (a)  The Company shall appoint a transfer agent in respect of its shares.

     (b)  The transfer agent and its business handling office shall be
          determined by resolution of the Board of Directors.

     (c)  The register of shareholders (including register of beneficial
          shareholders, likewise hereinafter) of the Company shall be kept at
          the business handling office of the transfer agent, and the Company
          shall cause the transfer agent to handle registration of transfer of
          shares, the take up of shares not constituting one unit, the receipt
          of beneficial shareholders' notices and any other business pertaining
          to the shares and the Company itself shall not handle these matters.

Article 9. Share Handling Regulations

     The denominations of share certificates of the Company, registration of
transfer of shares, purchase of shares not constituting one unit, receipt of
beneficial shareholders' notices and any other matters concerning shares and
share handling fees shall be governed by the Share Handling Regulations
established by resolution of the Board of Directors.

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Article 10. Record Date

     (a)  The shareholders (including beneficial shareholders, likewise
          hereinafter) appearing or electrically recorded in the register of
          shareholders of the Company as of the last day of each fiscal year
          shall be entitled to exercise their rights at the ordinary general
          meeting of shareholders relating to the relevant accounts.

     (b)  In addition to the preceding paragraph, the Company may, if necessary,
          determine the shareholders or registered pledgees appearing or
          electrically recorded in the register of shareholders as of a certain
          date to be entitled to exercise their rights by giving prior public
          notice in accordance with a resolution of the Board of Directors.

                                   CHAPTER III
                         GENERAL MEETING OF SHAREHOLDERS

Article 11. Convocation

     An ordinary general meeting of shareholders of the Company shall be
convened in March each year and an extraordinary general meeting of shareholders
may be convened whenever necessary.

Article 12. Chairman

     The chairman of a general meeting of shareholders shall be a person
selected in advance from the Company's directors, shareholders employees or
advisory counsel by Board of Directors. When such person is unable to so act,
another person determined in accordance with an order predetermined by
resolution of the Board of Directors shall act as chairman.

Article 13. Method of Resolution

     (a)  Unless otherwise provided by laws and ordinances or these Articles of
          Incorporation, resolutions of general meeting of shareholders shall be
          adopted by a majority vote of the voting rights of shareholders
          present at the meeting.

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     (b)  Resolutions of general meeting of shareholders subject to the
          provision of Article 343 of the Commercial Code shall be adopted by a
          vote of two-thirds (2/3) or more of the voting rights of shareholders
          who are present and hold voting rights representing one-third (1/3) or
          more of all shareholders.

Article 14. Exercise of Voting Rights by Proxy

     (a)  A shareholder may exercise his/her voting rights through a proxy who
          is also a shareholder of the Company having voting rights.

     (b)  In case of the preceding paragraph, the shareholder or the proxy shall
          be required to file with the Company a document evidencing his/her
          authority each time he/she acts as proxy.

Article 15. Minutes

     The substance of proceedings at a general meeting of shareholders and the
results thereof shall be recorded or electrically recorded in the minutes of the
meeting which shall bear the names and seals or electrical signature of the
chairman and the directors present thereat.

                                   CHAPTER IV
                      DIRECTORS AND THE BOARD OF DIRECTORS

Article 16. Number of Directors

     The Company shall have not more than eight (8) directors.

Article 17. Election of Directors

     (a)  Directors of the Company shall be elected at a general meeting of
          shareholders.

     (b)  Resolution for election of directors shall be adopted by a majority
          vote at a general meeting of shareholders at which shareholders who
          hold shares representing one-third (1/3) or more of the total number
          of issued shares with voting rights are present.

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     (c)  With respect to the resolution for election of directors, cumulative
          voting shall not be adopted.

Article 18. Term of Office of Directors

     (a)  The term of office of directors shall expire at the conclusion of the
          ordinary general meeting of shareholders with respect to the last
          closing of accounts within two (2) years after their assumption of
          office.

     (b)  The term of office of any director elected to fill a vacancy due to
          early retirement shall be the same as the remainder of the term of
          office of the retired director.

     (c)  The term of office of any director elected due to increase in number
          of directors shall be the same as the remainder of the term of office
          of the other directors in office.

Article 19. Convocation and Chairman of the Board of Directors

     (a)  The President and Director shall convene and act as chairman of the
          Board of Directors. When the President and Director is unable to so
          act, one of the other directors determined in accordance with an order
          predetermined by the Board of Directors shall act in his/her place.

     (b)  Notice of convocation of a meeting of the Board of Directors shall be
          sent to each director and corporate auditor at least three (3) days
          prior to the date set for such meeting; provided, however, that in
          case of urgency such period may be shortened.

Article 20. Directors with Special Titles

         By resolution of the Board of Directors, the Company may, from among
Directors, appoint one President and Director and, if necessary, one or more
Chairman and Directors, Vice President and Directors, Senior Managing Directors
and Managing Directors.

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Article 21. Representative Directors

     (a)  The President and Director shall represent the Company and manage the
          business of the Company.

     (b)  By resolution of the Board of Directors, the Company may elect the
          director who represents the Company.

Article 22. Method of Resolution of the Board of Directors

     Resolution of the Board of Directors shall be adopted by a majority of the
directors present at a meeting at which majority of the directors are present.

Article 23. Minutes of the Board of Directors

     The substance of proceedings at a meeting of the Board of Directors and the
results thereof shall be recorded or electrically recorded in the minutes of the
meeting which shall bear the names and seals or electrical signature of the
directors and corporate auditors present thereat.

Article 24. Regulations of the Board of Directors

     Matters concerning the Board of Directors shall be governed by the
Regulations of the Board of Directors established by resolution of the Board of
Directors in addition to laws and ordinances and these Articles of
Incorporation.

Article 25. Indemnification of Directors' Liability

     (a)  The Company may, by a resolution of the Board of Directors, exempt its
          directors from their liability provided for in Article 266, paragraph
          1, item 5 of the Commercial Code to the extent permitted by laws and
          ordinances.

     (b)  The Company may enter into an agreement with outside directors
          providing that a limit of compensation for their liability provided
          for in Article 266, paragraph 1, item 5 of the Commercial Code shall
          be the greater of the amount determined in advance which is not less
          than ten (10) million yen and the total amount of Article 266,
          paragraph 19, each item of the Commercial Code.


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Article 26. Remuneration and Retirement Allowances of Directors

     Remuneration and retirement allowances of directors shall be determined by
resolution of a general meeting of shareholders.

                                    CHAPTER V
                             CORPORATE AUDITORS AND
                         THE BOARD OF CORPORATE AUDITORS

Article 27. Number of Corporate Auditors

     The Company shall have not more than four (4) corporate auditors.

Article 28. Election of Corporate Auditors

     (a)  Corporate auditors of the Company shall be elected at a general
          meeting of shareholders.

     (b)  Resolution for election of corporate auditors shall be adopted by a
          majority vote at a general meeting of shareholders at which
          shareholders who hold shares representing one-third (1/3) or more of
          the total number of issued shares with voting rights are present.

Article 29. Term of Office of Corporate Auditors

     (a)  The term of office of corporate auditors shall expire at the
          conclusion of the ordinary general meeting of shareholders with
          respect to the last closing of accounts within four (4) years after
          their assumption of office.

     (b)  The term of office of any corporate auditor elected to fill a vacancy
          due to early retirement shall be the same as the remainder of the term
          of office of the retired corporate auditor.

Article 30. Standing Corporate Auditor

     Standing corporate auditor shall be appointed from among the corporate
auditors.

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Article 31. Notice of Convocation of Meetings of the Board of Corporate Auditors

     Notice of convocation of a meeting of the Board of Corporate Auditors shall
be sent to each corporate auditor at least three (3) days prior to the date set
for such meeting; provided, however, that in case of urgency such period may be
shortened.

Article 32. Method of Resolution of the Board of Corporate Auditors

     Unless otherwise provided by laws and ordinances, resolutions of the Board
of Corporate Auditors shall be adopted by a majority of the corporate auditors.

Article 33. Minutes of the Board of Corporate Auditors

     The substance of proceedings at a meeting of the Board of Corporate
Auditors and the results thereof shall be recorded or electrically recorded in
the minutes of the meeting which shall bear the names and seals or electrical
signature of the corporate auditors present thereat.

Article 34. Regulations of the Board of Corporate Auditors

     Matters concerning the Board of Corporate Auditors shall be governed by the
Regulations of the Board of Corporate Auditors established by resolution of the
Board of Corporate Auditors in addition to laws and ordinances and these
Articles of Incorporation.

Article 35. Indemnification of Corporate Auditors' Liability

     The Company may, by a resolution of the Board of Directors, exempt its
corporate auditors from their liability to the extent permitted by laws and
ordinances.

Article 36. Remuneration and Retirement Allowances of Corporate Auditors

     The remuneration and retirement allowances of corporate auditors shall be
determined by resolution of a general meeting of shareholders.

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                                   CHAPTER VI
                                    ACCOUNTS


Article 37. Fiscal Year

     The fiscal year of the Company shall be from January 1 through December 31
of each year and the account shall be settled on the last day of the fiscal
year.

Article 38. Dividends

     Dividends of the Company shall be paid to shareholders or registered
pledgees appearing or electrically recorded in the final register of
shareholders of the Company as of December 31 of each year.

Article 39. Interim Dividends

     The Company may, upon resolution of the Board of Directors, make pecuniary
distribution provided for in Article 293-5 of the Commercial Code (hereinafter
referred to as the "interim dividends") to shareholders or registered pledgees
appearing or electrically recorded in the final register of shareholders of the
Company as of June 30 of each year.

Article 40. Prescription Period of Dividends

     (a)  In case dividends or interim dividends remain unclaimed for three (3)
          years after the date of commencement of payment, the Company shall be
          relieved from the obligation of payment thereof.

     (b)  Unclaimed dividends or interim dividends shall not bear any interest.

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