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Exhibit 1.1

(Translation)

REGULATIONS FOR HANDLING OF SHARES
OF
CANON INC.
(as amended April 1, 2003)

Chapter I.     General Provisions

(Object)

Article 1.With regard to the denominations of share certificates, the
handling of shares of the Company and the fees therefor, the provisions of
these Regulations shall govern, pursuant to Article 8 of the Articles of
Incorporation. The handling of shares relative to beneficial owners shall be
as provided in Chapter XI hereof.

(Denominations of share certificates)

Article 2.The share certificates of the Company shall be in denominations
representing one share, five shares, ten shares, fifty shares, one-hundred
shares, five-hundred shares, one-thousand shares and ten-thousand shares;
provided, however, that in respect of any number of shares of less than one
hundred, a share certificate representing such number of shares may be issued.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------
|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Notwithstanding the preceding paragraph, with regard to any number of shares
falling short of the number of shares to
|constitute one unit of shares as
provided for in Article 6 of the Articles of Incorporation (hereinafter
referred to as less-than-one-unit shares), shareholders are not entitled to
request the Company to issue share certificates representing such
less-than-one-unit shares (hereinafter referred to as certificates for
less-than-one-unit shares) unless such issuance is pursuant to Article 18
(Re-issuance due to defacement or destruction), Article 19 (Re-issuance due to
the lack of entry space), or Article 22 (Re-issuance due to annulment of share
certificate).

(Transfer agent)

Article 3.The transfer agent of the Company, its place of handling
business and its intermediary offices shall be as follows:

Transfer agent:

| |                                                                    
| | -------------------------------------------------------------------
| | Mizuho Trust & Banking Co., Ltd.
2-1, Yaesu 1-chome, Chuo-ku, Tokyo

Its place of handling business:

| |                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------
| | Head Office Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd.
2-1, Yaesu 1-chome, Chuo-ku, Tokyo

Its intermediary offices:

| |                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------
| | Branches throughout Japan of Mizuho Trust & Banking Co., Ltd.
Head Office and Branches throughout Japan of Mizuho Investors Securities Co., Ltd.

(Matters to be handled by the transfer agent)
     Article 4.Any application, request, notification or notice to be made or
given in respect of any procedure under these Regulations, payment of dividends
or other matters the handling of which the Company has entrusted to the
transfer agent shall be directed to the transfer agent.

(Method of application, request, notification and notice)
     Article 5.Any application, request, notification or notice to be made or
given under the preceding Article shall be in the form prescribed by the
Company and affixed with the seal filed as provided in Article 12.

|                                                                                                                                                                           |                                                                                                                                
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------
|2.                                                                                                                                                                         | With respect to any application, request, notification or notice under the
preceding Article, when the same is made or given by
|an agent, a document
evidencing the power of representation, and when the consent of a curator or
aide is required, a document evidencing such consent shall be submitted.

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Chapter II.     Registration of transfer

(Registration of transfer)
     Article 6.In case of an application for registration of transfer of
shares because of assignment, the application shall be submitted in the prescribed
form, together with the share certificate.

|                                                                                                                                                                                                                                                                            |                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------
|2.                                                                                                                                                                                                                                                                          | In case of an application for registration of transfer of shares for causes
other than assignment, the procedure under the
|preceding paragraph shall be
followed and in addition, a document evidencing the acquisition shall be
submitted at the request of the Company; provided, however, that when the share
certificate has not been issued, it is not necessary to submit the share
certificate.

(Registration of transfer in cases otherwise provided for in laws or ordinances)
     Article 7.In case it is required to take a special procedure under laws
or ordinances with regard to transfer of shares, the application shall be
submitted in the prescribed form, together with the share certificate and a
document evidencing the completion of such procedure.

Chapter III.     Registration of Pledge and Indication of Trust Property

(Registration of pledge or cancellation thereof)
     Article 8.In case of an application for registration of a pledge or for
alteration or cancellation thereof, the application shall be submitted in the
prescribed form, together with the share certificate.

(Indication of trust property or cancellation thereof)
     Article 9.In case of an application for indication of trust property or
for cancellation thereof, the application shall be submitted in the prescribed
form, together with the share certificate.

Chapter IV.     Non-Possession of Share Certificates

(Notice of non-possession of share certificates)
     Article 10.In case of notice of non-possession of a share certificate,
the written notice shall be submitted in the prescribed form, together with the
share certificate; provided, however, that when the share certificate has not
been issued, it is not necessary to submit the share certificate.

|                        |                                                                                                                                  
|----------------------- | ---------------------------------------------------------------------------------------------------------------------------------
|2.                      | The share certificate in respect of which notice has been given under the
preceding paragraph shall be treated as not issued, and
|shall not be deposited.

(Application for delivery of non-possessed share certificate)
     Article 11.In order for a shareholder who has given notice of
non-possession of a share certificate to apply for the issuance of such share
certificate, he/she shall submit the application in the prescribed form;
provided, however, that no such application shall be made for issuance of any
certificate for less-than-one-unit shares.

Chapter V.     Various Notifications

(Notification of addresses, names and seals of shareholders, etc.)
     Article 12.Shareholders, registered pledgees or their legal
representatives shall file notification of their addresses, names and seals in
the prescribed form; provided, however, that foreigners may substitute their
specimen signatures for seals.

|   |                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------
|2. | The same shall also apply in case of any change occurring in the matters
notified under the preceding paragraph.

(Notification of places at which shareholders, etc. residing in foreign countries are to receive notices)
     Article 13.Shareholders, registered pledgees or their legal
representatives who reside in foreign countries shall, in addition to the
procedures under the preceding Article, either appoint their standing proxies
or set up the places at which to receive notices in Japan, and shall file
notification of such matters.

|   |                                                                                         
|-- | ----------------------------------------------------------------------------------------
|2. | The provisions of the preceding Article shall apply mutatis mutandisto
standing proxies.

(Representative of corporation)
     Article 14.If a shareholder is a corporation, such shareholder shall file
notification of its representative. In case of a change in such
representative, notification shall be filed in the prescribed form, together
with a certified extract of the corporate register.

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(Representative of jointly-owned share)
     Article 15.The shareholders who own shares jointly shall select their
representative and file notification of such representative in the prescribed
form. The same shall also apply in case of any change occurring in such
representative.

(Alteration of matters stated in the register of shareholders and in the share certificate)
     Article 16.When a person desires to have the matters stated in the
register of shareholders and in the share certificate altered for any of the
causes mentioned below, he/she shall submit the notification in the prescribed
form, together with the share certificate and a document evidencing such fact;
provided, however, that when the share certificate has not been issued, it is
not necessary to submit the share certificate:

| |     |                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------
| | (1) | Change of family name or given name;                                                                             
| | (2) | Appointment, change or discharge of legal representatives, such
as a person having parental power and a guardian;
| | (3) | Change of trade name or corporate name;                                                                          
| | (4) | Change of corporate organization.                                                                                

Chapter VI.     Re-Issuance of Share Certificates, etc.

(Re-issuance due to division, consolidation, etc.)
     Article 17.In case of an application for issuance of new share
certificates for any of the causes mentioned below, the application shall be
submitted in the prescribed form, together with the share certificates;
provided, however, that when the share certificates have not been issued, it is
not necessary to submit the share certificates:

| |     |                                                                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Division or consolidation of share certificates;                                                                                                                                                                          
| | (2) | In case the total number of the shares represented by the
certificates for less-than-one-unit shares and the less-than-one-unit
shares for which no certificates have been issued has reached one or
more units of shares.

2.      
In the case of the preceding paragraph, no application shall be made for the
issuance of any certificate for less-than-one-unit shares.

(Re-issuance due to defacement or destruction)
     Article 18.In case of an application for issuance of a new share
certificate due to defacement or destruction of a share certificate, the
application shall be submitted in the prescribed form, together with the share
certificate; provided, however, that if it is difficult to ascertain the
indication on the share certificate concerned or the genuineness thereof, the
procedure under Chapter VII shall be followed.

(Re-issuance due to the lack of entry space)
     Article 19.When the entry space for acquiring parties on a share
certificate is full, such share certificate shall be collected and a new share
certificate shall be issued.

Chapter VII.     Re-issuance of share certificates due to loss

(Application for the registration of loss of share certificate or cancellation thereof)
     Article 20.In case of an application for registration of loss of a share
certificate, the applicant shall submit a prescribed application form, together
with a document evidencing the acquisition of the share certificate, a document
evidencing the loss of the share certificate and a document evidencing the
identification of the applicant; provided, however, that when the applicant for
the registration of loss of the share certificate is a shareholder or
registered pledgee written or recorded in the register of shareholders, only
the document evidencing the loss of the share certificate is necessary in
addition to the prescribed application form.

2.      
In the case of an application for the cancellation of the abovementioned
registration by the registrant of the loss of the share certificate, a
prescribed application form shall be submitted.

(Application for Objection to the registration of loss of share certificate)
     Article 21.In the case of an application for an objection to the
registration of loss of a share certificate, the prescribed application form
shall be submitted together with the share certificate and the document
evidencing the identification of the applicant; provided, however that if the
application for objection is made by a shareholder or registered pledgee
written or recorded in the register of shareholders, the document evidencing
the identification of the applicant is not necessary.

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(Re-issuance due to annulment of share certificate)
     Article 22.In the case of a request for the re-issuance of an annulled
share certificate, a prescribed request form shall be submitted.

(Applicability of various notifications)
     Article 23.In the case that a registrant of loss of share certificate
is neither a shareholder nor a registered pledgee written or recorded in the
register of shareholders, if such registrant intends to change a statement
written or recorded in the register of loss of share certificate, the
provisions of Chapter V shall apply mutatis mutandis.

Chapter VIII.     Purchase of less-than-one-unit shares

(Request for purchase)
     Article 24.In the event that a shareholder requests to have his/her
less-than-one-unit shares purchased, the request shall be submitted in the
prescribed form, together with the share certificates; provided, however, that
when the share certificates have not been issued, it is not necessary to submit
the share certificates.

(Determination of purchase price)
     Article 25.The per-share purchase price of less-than-one-unit shares
shall be an amount equal to the final price on the market provided by the Tokyo
Stock Exchange on the day on which the request is made at the transfer agents
place of handling business or any of its intermediary offices mentioned in
Article 3; provided, however, that if there is no trading on such day or such
stock exchange is closed on such day, such purchase price shall be an amount
equal to the price at which the first sale and purchase transaction is validly
concluded thereafter.

2.      
The per-share purchase price mentioned in the preceding paragraph
multiplied by the number of the shares requested to be purchased shall be the
purchase price.

(Payment of purchase price)
     Article 26.The purchase price of the shares in respect of which a request
to have them purchased was received shall be paid, in principle, not later than
the 6th business day of the transfer agent counting from the day following the
date of determination of the purchase price, in such manner as designated in
the request for purchase, subject, however, to the deduction of the purchase
commission mentioned in Article 38.

(Time of passing of shares)
     Article 27.The shares in respect of which a request to have them
purchased was received shall pass to the Company at such time as the procedure
for payment under the preceding Article has been taken.

2.      
Notwithstanding the provision of the preceding paragraph, if a request for
purchase is made from the day as of which the shares become ex-dividend
(including interim dividend; hereinafter the same shall apply) or ex-rights to
the day as of which such dividends or rights become conclusive, no registration
of transfer of such shares shall be made until the day as of which such
dividends or rights become conclusive.

Chapter IX.     Sale of less-than-one-unit shares pursuant to
a request for additional purchase

(Procedure for request for additional purchase)
     Article 28.In the event that a shareholder who owns less-than-one-unit
shares requests the Company to sell a number of shares which, when added to
such shareholders less-than-one-unit shares, would equal one unit of shares,
the shareholder shall submit a request for additional purchase together with
the share certificate and the approximate payment of additional purchase
stipulated in Article 29 to the transfer agents place of handling business or
any of its intermediary offices mentioned in Article 3; provided, however, that
if the share certificate has not been issued, it is not necessary to submit the
share certificate.

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(Approximate payment of additional purchase)
     Article 29.The approximate payment of additional purchase shall be
calculated by multiplying the final price on the market provided by the Tokyo
Stock Exchange on the previous business day (if there is no trading on such
day, the final price at which the sale and purchase transaction was validly concluded on a day immediately
preceding such day) of the day on which the documents for the request for
additional purchase stipulated in the preceding Article is made at the transfer
agents place of handling business or any of its intermediary offices by the
number of shares requested to be purchased additionally and further multiplying
it by 1.3; provided that any amount less than 1,000 yen arising out of such
calculation shall be rounded up.

2.      
In the case that a request for additional purchase stipulated in the
preceding Article has been made, if the approximate payment of additional
purchase is less than the amount stipulated in the preceding paragraph , the
Company will not proceed with such request for additional purchase.

(Effective date of the request for additional purchase)
     Article 30.The request for additional purchase shall become effective as
of the day on which the documents for the request for additional purchase
stipulated in Article 28 and the approximate payment of additional purchase
stipulated in the preceding Article reaches the transfer agents place of
handling business or any of its intermediary offices.

2.      
Notwithstanding the preceding paragraph, if the aggregate number of shares
of all requests for additional purchase made on the same day exceeds the number
of the Companys own shares held by it and available for sales, none of the
requests for additional purchase made on such day shall take effect.

(Period during which the receipt of request for additional purchase is suspended)
     Article 31.The Company shall suspend receipts of requests for additional
purchase during the periods of June 11 through June 30 and December 11 through
December 31 of each year.

2.      
Notwithstanding the preceding paragraph, if the Company deems it necessary,
it may establish a suspension period as to requests for additional purchase
separate from the above.

(Determination of the price for additional purchase)
     Article 32.The per-share price for additional purchase of
less-than-one-unit shares shall be an amount equal to the final price on the
market provided by the Tokyo Stock Exchange on the effective date of the request for additional purchase;
provided, however, that if there is no trading on such day or such stock
exchange is closed on such day, such price for additional purchase shall be an
amount equal to the price at which the first sale and purchase transaction is
validly concluded thereafter.

2.      
The price for additional purchase shall be the product of the per-share
price for additional purchase pursuant to the preceding paragraph multiplied by
the number of shares requested to be additionally purchased.

3.      
In the event that the approximate payment of additional purchase stipulated
in Article 29 falls short of the sum of the price for additional purchase
stipulated in the preceding paragraph and the commission for additional
purchase stipulated in Article 38 (hereinafter Additional Purchase Charge),
the shortfall shall be charged to the shareholder who made the request for
additional purchase. In such case, if such shortfall is not paid within five
business days of the transfer agent, counting from the following day of the day
on which payment of the shortfall was demanded, the relevant request for
additional purchase shall be cancelled.

(Receipt of Additional Purchase Change)
     Article 33.Within six business days of the transfer agent counting from
the day on which the price for additional purchase was determined or the day on
which the shortfall referred to in the third paragraph of the preceding Article
was paid, the Company shall receive the Additional Purchase Charge out of the
approximate payment of additional purchase. In the event that the price for
additional purchase is cum rights such as rights to dividends, stock splits,
and to subscribe for new shares, when the record date or allocation date
therefor arrives during such time frame for receipt, the Company shall receive
the Additional Purchase Charge on or before such record date or allocation
date.

2.      
The balance of the approximate payment of additional purchase and the
Additional Purchase Charge referred to in the preceding paragraph shall be
returned to the shareholder who made the request for additional purchase, by
remittance to the bank account designated by the shareholder or by cash payment
by the postal transfer system.

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(Transfer of additionally purchased shares)
     Article 34.The Companys owns shares for which a request for additional
purchase was made shall transfer to the shareholder who made the request for
additional purchase on the day which the Additional Purchase Charge was
received pursuant to the preceding Article.

(Delivery of share certificate)
     Article 35.When the shares reaches one unit as a result of the request
for additional purchase, the Company shall issue a share certificate without
delay and deliver the same to the shareholder who made the request for
additional purchase.

Chapter X.     Fees

(Fee for issuance of new share certificates)
     Article 36.For issuance of new share certificates upon application for
delivery of non-possessed share certificates or upon division, annulment,
defacement or destruction of share certificates, the fee shall be in such
amount as shall be equal to the amount of the stamp tax; provided, however,
that no fee shall be charged in case of a division made for the Companys own
reason.

(Commission for the registration of loss of share certificate)
     Article 37.The commission relating to the registration of loss of share
certificate shall be as follows:



| |                                                                           
| | --------------------------------------------------------------------------
| | For each request for registration of loss of share certificate: 10,000 yen
|
| | For each share certificate for which the loss is registered: 500 yen      

(Commission for purchase by the Company and additional purchase by the shareholders of less-than-one-unit shares)
     Article 38.The commission for purchase by the Company and additional
purchase by the shareholders of less-than-one-unit shares shall be an amount to
be separately determined to be equivalent to the amount of the sale and
purchase entrustment fee.

Chapter XI.     Special Handling Relative to Beneficial Owners

(Making entries in the beneficial owners list)
     Article 39.The Company shall write or record entries in the beneficial
owners list pursuant to notifications regarding beneficial owners and
beneficial owner entry forms submitted by Japan Securities Depository Center,
Inc. (hereinafter referred to as Center).

(Beneficial owner entry form)
     Article 40.Beneficial owners shall submit the beneficial owner entry
forms through the participants.

(Matching and identification of shareholder)
     Article 41.When a shareholder written or recorded in the register of
shareholders and a beneficial owner written or recorded in the beneficial
owners list are confirmed as being identical pursuant to the stated addresses
and names, the number of shares stated in the register of shareholders and the
number of shares stated in the beneficial owners list shall be added together
for the purpose of such shareholders exercise of rights.

(Various notifications of beneficial owners)
     Article 42.The provisions of Chapter V shall apply mutatis mutandisto
beneficial owners; provided, however, that the submission of share certificate
is not required with respect to the alteration of the matters stated in the
beneficial owners list.

2.      
In the event that a beneficial owner submits the notification mentioned in
the preceding paragraph, he/she shall submit the same through a participant;
provided, however, that when only the filed seal is to be altered, it is not
necessary to submit the notification through the participant.

(Purchase of less-than-one-unit shares of beneficial owners)
     Article 43.The provisions of Chapter VIII shall apply mutatis mutandisto
beneficial owners; provided, however, that in case where a beneficial owner
requests its less-than-one-unit shares to be purchased, he/she shall make the
request through the participant and the Center.

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(Additional purchase of less-than-one-unit shares by beneficial owners)
     Article 44.The provisions of Chapter IX shall apply mutatis mutandisto
beneficial owners; provided, however, that in the case where a beneficial owner
makes a request for additional purchase of less-than-one-unit shares, he/she
shall make the request through the participant and the Center.

(Miscellaneous)
     Article 45.Handling relative to beneficial owners shall be performed
pursuant to the provisions of this Chapter, as well as various regulations of
the Center.

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Separately determined amounts under Article 38
of the Regulations for Handling of Shares

The amount under Article 38 of the Regulations for Handling of Shares
(Commission for purchase by the Company and additional purchase by the
shareholders of less-than-one-unit shares) shall be an amount obtained by
calculating the per-unit amount pursuant to the formula set forth below, and
prorating such amount by the number of shares of less-than-one-unit shares
which were purchased or additionally purchased:

(Formula) The amount of each of the following portions of the total amount
obtained by multiplying the per-share purchase price provided in Article 25 of
the Regulations for Handling of Shares or the per-share price for additional
purchase provided in Article 32 thereof by the number of shares which
constitutes one unit, shall be calculated according to the following rates:

Equal to or less than 1,000,000 yen;

| |       
| | ------
| | 1.150%

Greater than 1,000,000 yen and equal to or less than 5,000,000 yen;

| |       
| | ------
| | 0.900%

Greater than 5,000,000 yen and equal to or less than 10,000,000 yen;

| |       
| | ------
| | 0.700%

Greater than 10,000,000 yen and equal to or less than 30,000,000 yen;

| |       
| | ------
| | 0.575%

Greater than 30,000,000 yen and equal to or less than 50,000,000 yen;

| |       
| | ------
| | 0.375%

(Fractions below 1 yen shall be disregarded.)

If the per-unit amount calculated pursuant to the above is less than 2,500 yen,
such amount shall be deemed to be 2,500 yen.

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