**Exhibit 12**
**302 Certification**
     I, Fujio Mitarai, certify that:
     1.   I have reviewed this annual report on Form 20-F of Canon Inc.;
     2.   Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;
     3.   Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the company asof, and for, the periods presented in this report;
     4.   The company’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:
      (a)   Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the company, including itsconsolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is beingprepared;       (b)   (Paragraph omitted pursuant to SEC Release Nos. 33-8238 and34-47986)       (c)   Evaluated the effectiveness of the company’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end ofthe period covered by this report based on such evaluation; and       (d)   Disclosed in this report any change in the company’s internalcontrol over financial reporting that occurred during the period coveredby the annual report that has materially affected, or is reasonably likelyto materially affect, the company’s internal control over financialreporting; and

 

     5.   The company’s other certifying officer and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to thecompany’s auditors and the audit committee of the company’s board of directors(or persons performing the equivalent functions):
      (a)   All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which arereasonably likely to adversely affect the company’s ability to record,process, summarize and report financial information; and       (a)   Any fraud, whether or not material, that involves management orother employees who have a significant role in the company’s internalcontrol over financial reporting.
Date:  June 4, 2004         /s/  Fujio Mitarai  Fujio Mitarai   President and Chief Executive Officer   

 

**302 Certification**
     I, Toshizo Tanaka, certify that:
     1.   I have reviewed this annual report on Form 20-F of Canon Inc.;
     2.   Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;
     3.   Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the company asof, and for, the periods presented in this report;
     4.   The company’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:
      (a)   Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the company, including itsconsolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is beingprepared;       (b)   (Paragraph omitted pursuant to SEC Release Nos. 33-8238 and34-47986)       (c)   Evaluated the effectiveness of the company’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end ofthe period covered by this report based on such evaluation; and       (d)   Disclosed in this report any change in the company’s internalcontrol over financial reporting that occurred during the period coveredby the annual report that has materially affected, or is reasonably likelyto materially affect, the company’s internal control over financialreporting; and

 

     5.   The company’s other certifying officer and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to thecompany’s auditors and the audit committee of the company’s board of directors(or persons performing the equivalent functions):
      (a)   All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which arereasonably likely to adversely affect the company’s ability to record,process, summarize and report financial information; and       (b)   Any fraud, whether or not material, that involves management orother employees who have a significant role in the company’s internalcontrol over financial reporting.
Date:  June 4, 2004         /s/  Toshizo Tanaka   Toshizo Tanaka   Senior Managing Director,Group Executive of Finance andAccounting Headquarters