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                                                                     Exhibit (1)

(TRANSLATION)

                            ARTICLES OF INCORPORATION

                                       OF

                                  KOMATSU LTD.

                          (Amended as of June 26, 2002)

         CHAPTER  I.  GENERAL  PROVISIONS

    Article 1.   Corporate Name

    The name of the Company shall be Kabushiki Kaisha Komatsu Seisakusho. In
    English, the Company shall be called KOMATSU LTD.

    Article 2.   Objectives and Purposes

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

    1. Manufacture, repair, sale and purchase of construction machinery,
       agricultural machinery, industrial machinery, automobiles, internal
       combustion engines and various other machinery and equipment and parts
       thereof.

    2. Manufacture, sale and purchase of various iron and steel goods.

    3. Tempering, processing, sale and purchase of various types of iron and
       steel, pig-iron, ferroalloys and other special metals.

    4. Manufacture, sale and purchase of various types of electric materials and
       equipment.

    5. Manufacture, sale and purchase of various synthetic resin products.

    6. Manufacture, repair, sale and purchase of various arms and parts thereof.

    7. Mining industry, and sale and purchase of minerals.

    8. Designing, executing, supervising and contracting various types of
       civil engineering and construction work for plants, dwelling houses,
       and other structures.

    9. Sale and purchase of lumber, processed lumber products and various types
       of civil

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          engineering and construction materials, machinery and equipment.

    10.   Sale, purchase and lease of real property.

    11.   Manufacture, sale and repair of industrial waste and general waste
          treatment device.

    12.   Collection, transportaton, and recycling of industrial waste and
          general waste, sale of the recycled products, and consulting on these
          matters.

    13.   Development, creation, sales and consulting on the computer software
          and computer systems.

    14.   Electronic commerce using networks such as  the internet.

    15.   Information processing and information providing service.

    16.   All business incidental to each and every one of the preceding item.

    17.   Investing in other companies or promoting organization of other
          companies.


    Article 3.  Location of Head Office

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

    Article 4.  Method of Public Notice

    All public notices made by the Company shall be given by publication in the
    Nihon Keizai Shimbun published in Tokyo.

        CHAPTER  II.    SHARES

    Article 5.  Number of Shares Authorized to be Issued

    The total number of shares authorized to be issued by the Company shall be
    three billion nine hundred fifty five million (3,955,000,000) shares.
    Provided, however, this number shall be decreased accordingly if the shares
    are canseled.

    Article 6.  One Unit (tangen) of Shares

    The number of one unit (tangen) of shares of the Company shall be one
    thousand (1,000) shares.

    Article 7.  Non-issuance of share certificates for the shares less than one
                unit (tangen) of shares

    The Company shall not issue share certificates for the shares less than one
    unit (tangen) of shares, unless otherwise described in the Share Handling
    Regulations.

    Article 8.  Transfer Agent

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    The Company shall appoint a transfer agent relating to the shares.

    The transfer agent and the place for providing shareholder service shall be
    designated by a resolution of the Board of Directors and published by the
    Company.

    The Register of Shareholders and the Register of Beneficial Owners of the
    Company shall be kept at the place for shareholders service of the transfer
    agent. The Company shall have such transfer agent handle registration of
    change of holders, registration of pledge of shares, indication of shares
    held in trust, re-issuance of share certificates, receiving of various
    notifications, preparation of the Register of Beneficial Owners, receiving
    of beneficial owners' notification, purchase of shares less than one unit
    (tangen) of shares, and any other services concerning shares. The Company
    shall not handle these services.

    Article 9.   Share Handling Regulations

    Types of shares, and the handling of registration of change of holders,
    registration of pledge of shares, indication of shares held in trust,
    re-issuance of share certificates, preparation of the register of Beneficial
    Owners, receiving of beneficial owners' notification, purchase of shares
    less than one unit (tangen) of shares, and any other handling concerning
    shares shall be governed by the Share Handling Regulations established by
    resolution of the Board of Directors.

    Article 10.  Registration of Shareholders, etc.

    Shareholders (including hereinafter beneficial owners of shares), registered
    pledgees or their legal representatives, shall notify the transfer agent
    appointed by the Company of their names, addresses and seal impressions in
    the form prescribed by the Company. Any changes in the matters prescribed in
    the preceding sentence shall likewise be notified. Foreign nationals who are
    accustomed to using their signatures may substitute their signatures for
    their seal impressions.

    Article 11.  Registration of Non-Resident Shareholders, etc.

    Shareholders, registered pledgees or their legal representatives who reside
    of outside Japan shall notify the transfer agent appointed by the Company of
    the temporary addresses in Japan for themselves or their representatives in
    Japan. Any change in the matters so notified shall likewise be notified.

    Article 12.  Record Date and Suspension of Shareholders' Register

    Those shareholders who are listed in the Register of Shareholders or the
    Register of Beneficial Owners effective as of the closing of a business term
    of the Company shall be deemed shareholders who are entitled to exercise
    their rights in the ordinary general meeting of shareholders for such
    business term.

    In addition to the case prescribed in the preceding paragraph, the Company
    may, through a

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    resolution of the Board of Directors, deem those shareholders or registered
    pledgees listed in the Register of Shareholders or the Register of
    Beneficial Owners on a specified date to be shareholders or registered
    pledgees who are entitled to exercise their rights at the general meeting of
    shareholders, by giving a two (2) week prior public notice thereof.

    In the case prescribed in the preceding two paragraphs or if the Board of
    Directors deem it necessary, a temporary suspension of new entries in the
    Shareholders' Register may be effected through a resolution of the Board of
    Directors for a specified period, by giving a two (2) week prior public
    notice thereof.

          CHAPTER  III.   GENERAL MEETINGS OF SHAREHOLDERS

    Article 13.    Convening of General Meetings of Shareholders

    An ordinary general meeting of shareholders shall be convened in June each
    year. An extraordinary general meeting of shareholders may be convened
    whenever necessary.

    Except as otherwise provided by law, general meetings of shareholders shall
    be convened by the President of the Company pursuant to a resolution of the
    Board of Directors.

    If the President is unable or unwilling to convene a general meeting of
    shareholders, the Executive Vice President or another director of the
    Company, in accordance with the order previously determined by the Board of
    Directors, may convene the meeting.

    Article 14.    Proxy Voting

    If a shareholder or his/her legal representative intends to exercise his/her
    voting rights at any general meeting of shareholders through a proxy, the
    shareholder must entrust another shareholder who is eligible for exercising
    such voting rights of the Company. The proxy shall submit to the Company a
    document evidencing his/her power of representation.

    Article 15.    Person to Preside at General Meetings of Shareholders

    The President of the Company shall preside as chairman at general meetings
    of shareholders. If the President is unable or unwilling to preside at a
    general meeting of shareholders, the Executive Vice President or another
    director of the Company, in accordance with the order previously determined
    by the Board of Directors, may preside at the meeting.

    Article 16.    Resolutions of General Meetings of Shareholders

    Except as otherwise provided by law or these Articles of Incorporation,
    resolutions of a general meeting of shareholders shall be adopted by the
    affirmative vote of a majority of the shareholders present at the meeting.

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     Article 17. Minutes of General Meetings of Shareholders

     With respect to the substance of the proceedings and the results of general
     meetings of shareholders of the Company, minutes shall be prepared, and the
     chairman of the meeting and the directors present thereat shall affix their
     names and seals thereto. The minutes shall be preserved at the Company.

          CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS

     Article 18. Number of Directors

     The Company shall have no more than thirty (30) directors.

     Article 19. Election of Directors

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

     For a resolution of the election of directors, the presence of shareholders
     representing at least one third (1/3) or more of the voting rights held by
     all the shareholders is required.

     Cumulative voting shall not be used in electing directors.

     Article 20. Representative Directors, etc.

     The Board of Directors shall elect representative directors who shall
     represent the Company.

     The Board of Directors may elect one (1) Chairman, one (1) President, one
     or more Executive Vice President(s), Executive Managing Director(s) (Senmu)
     and Managing Director(s) (Jomu) from among its members.

     Article 21. Term of Office of Directors

     The term of office of a director shall expire at the close of the ordinary
     general meeting of shareholders pertaining to the last settlement of
     accounts occurring within one (1) year after his/her assumption of office.

     The term of office of a director elected to fill a vacancy shall be
     concurrent with the term of office of his/her predecessor.

     Article 22. Convocation of Meetings of the Board of Directors

     Meetings of the Board of Directors shall be convened in accordance with the
     rules established by the Board of Directors.

     A notice of the convocation of a meeting of the Board of Directors shall be
     dispatched at least two (2) days prior to the date of such meeting;
     provided, however, that such period of notice may be shortened in case of
     emergency.

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     Article 23. Person to Preside at Meetings of the Board of Directors

     The person to preside as chairman at meetings of the Board of Directors
     shall be determined by the Board of Directors.

     Article 24. Resolutions of Meetings of the Board of Directors

     Resolutions of a meeting of the Board of Directors shall be adopted by the
     affirmative vote of a majority of the directors present thereat who
     constitute a majority of the directors in office.

     In the case of an equality of votes, the chairman of the meeting shall have
     a casting vote.

     Article 25. Minutes of Meetings of the Board of Directors

     With respect to the substance of the proceedings and the results of
     meetings of the Board of Directors, minutes shall be prepared, and the
     directors and statutory auditor(s) present thereat shall affix their names
     and seals thereto. The minutes shall be preserved at the Company.

     Article 26. Counselors and Advisors

     The Board of Directors may elect Advisor(s)(Komon) or Counselor(s)
     (Sodan-yaku).

     Article 27. Indemnification of the Directors

     The Company may exempt the Director from the Director's liability
     concerning the Director's conducts pursuant to Article 266, Paragraph 1,
     Item 5 of the Commercial Code, by a resolution of the Board of Directors to
     the statutory maximum amount in accordance with the provisions of Article
     266, Paragraph 12 of the Commercial Code.

     CHAPTER V. STATUTORY AUDITORS AND THE BOARD OF STATUTORY AUDITORS


     Article 28. Number of Statutory Auditors

     The Company shall have no more than five (5) statutory auditors
     (Kansayaku).

     Article 29. Election of Statutory Auditors

     The statutory auditors shall be elected at a general meeting of
     shareholders of the Company.

     For a resolution of the election of statutory auditors, the presence of
     shareholders representing at least one third (1/3) or more of the voting
     rights held by all the shareholders is required.

     Article 30. Full-Time Statutory Auditors

     The statutory auditors shall elect full-time statutory auditor(s) from
     among themselves.

     Article 31. Term of Office of Statutory Auditors

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     The term of office of a statutory auditor shall expire at the close of the
     ordinary general meeting of shareholders pertaining to the last settlement
     of accounts occurring within three (3) years after his/her assumption of
     office.

     The term of office of a statutory auditor elected to fill a vacancy shall
     be concurrent with the term of office of his/her predecessor.

     Article 32. Convocation of Meetings of the Board of Statutory Auditors

     Meetings of the Board of Statutory Auditors shall be convened in accordance
     with the rules established by the Board of Statutory Auditors.

     A notice of the convocation of a meeting of the Board of Statutory Auditors
     shall be dispatched at least two (2) days prior to the date of such
     meeting; provided, however, that such period of notice may be shortened in
     case of emergency.

     Article 33. Person to Preside at Meetings of the Board of Statutory
     Auditors

     The person to preside as chairman at meetings of the Board of Statutory
     Auditors shall be determined by the Board of Statutory Auditors.

     Article 34. Resolutions of Meetings of the Board of Statutory Auditors

     Except as otherwise provided by law, resolutions of a meeting of the Board
     of Statutory Auditors shall be adopted by the affirmative vote of a
     majority of all the statutory auditors in office.

     Article 35. Minutes of Meetings of the Board of Statutory Auditors

     With respect to the substance of the proceedings and the results of
     meetings of the Board of Statutory Auditors, minutes shall be prepared, and
     the statutory auditors present thereat shall affix their names and seals
     thereto. The minutes shall be preserved at the Company.

     Article 36. Indemnification of the Statutory Auditors

     The Company may exempt the Statutory Auditor from the Statutory Auditor's
     liabilities by a resolution of the Board of Directors to the statutory
     maximum amount in accordance with the provisions of Article 280, Paragraph
     1 of the Commercial Code.

          CHAPTER VI. ACCOUNTING

     Article 37. Business Term

     The business term of the Company shall commence on the first day of April
     each year and end on the last day of March of the following year. The
     accounts of the Company shall be closed as of the last day of each business
     term.

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     Article 38. Payment of Dividends

     Dividends shall be paid to shareholders and registered pledgees listed in
     the Register of Shareholders or the Register of Beneficial Owners as of the
     last day of the business term for which the dividends are declared.

     Article 39. Payment of Interim Dividends

     The Company may, through a resolution of the Board of Directors, make a
     distribution of cash (interim dividends) to the shareholders and registered
     pledgees listed in the Register of Shareholders or the Register of
     Beneficial Owners as of the last day of September each year pursuant to the
     provisions of Article 293-5 of the Commercial Code of Japan.

     Article 40. Conversion Time of Convertible Debentures

     With respect to the first distribution of dividends or interim dividends on
     the shares issued upon request for conversion of convertible debentures
     issued by the Company, such conversion shall be deemed to have been made on
     April 1 if such request for conversion is made between April 1 and
     September 30 and October 1 if such request is made between October 1 and
     March 31 of the following year.

     Article 41. Release from Dividends Payment

     In the event that a shareholder or a registered pledgee has not received
     dividends or interim dividends within three (3) years after the date on
     which the payment of such dividends or interim dividends was offered, the
     Company shall be released from its obligation to make such payment.

          CHAPTER VII. SUPPLEMENTARY PROVISIONS

     Article 42. Transfer Agent for Convertible Debentures Issued in Foreign
     Currency

     The Company shall appoint a transfer agent in the United States relating to
     the convertible debentures denominated in U.S. Dollars.

     In addition to the case prescribed in the preceding paragraph, the Company
     may, if necessary, appoint transfer agents abroad relating to the
     convertible debentures denominated in foreign currency.

     Article 43.

     Notwithstanding the provisions of Article 21, the terms of the Directors
     elected at the General Meeting of Shareholders held on June 27, 2001 shall
     be until the close of the General Meeting of Shareholders to be held in
     year 2003.

This supplementary provision shall be deleted after the lapse of the period in
the preceding paragraph.

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