##### 



Exhibit 1.1
 TRANSLATION
 
 ARTICLES OF INCORPORATION
OF
CANON INC.
  
 Chapter I. General Provisions
 Trade Name
 CANON KABUSHIKI KAISHA, CANON INC.
 Objects
  (1)
    
    Manufacture and sale of optical machineries and instruments of
various kinds.(2)
    
    Manufacture and sale of acoustic, electrical and electronic
machineries and instruments of various kinds.(3)
    
    Manufacture and sale of precision machineries and instruments
of various kinds.(4)
    
    Manufacture and sale of medical machineries and instruments of
various kinds.(5)
    
    Manufacture and sale of general machineries, instruments and
equipments of various kinds.(6)
    
    Manufacture and sale of parts, materials, etc. relative to the
products mentioned in each of the preceding items.(7)
    
    Production and sale of software products.(8)
    
    Manufacture and sale of pharmaceutical products.(9)
    
    Telecommunications business, and information service business
such as information processing service business, information providing service
business etc.(10)
    
    Contracting for telecommunications works, electrical works and
machinery and equipment installation works.




---



##### 



(11)
    
    Sale, purchase, leasing of real properties, contracting for
construction works, design of buildings and supervision of construction works.(12)
    
    Manpower providing business, property leasing business and
travel business.(13)
    
    Business relative to investigation, analysis of the environment
and purification process of soil, water, etc.(14)
    
    Any and all business relative to each of the preceding items.
 Location of Head Office
  Corporate Organizations
  (1)
    
    Board of Directors;(2)
    
    Corporate Auditors;(3)
    
    Board of Corporate Auditors; and(4)
    
    Accounting Auditors.
 Method of Giving Public Notice
  Chapter II. Shares
 Number of Shares Issuable
  Issuance of Share Certificates
  Number of Shares Constituting One Unit
  -2-




---



##### 



Rights Regarding Less-than-one-unit Shares
  (1)
    
    The rights provided in each item of paragraph 2, Article 189 of the
Corporation Law; and(2)
    
    The rights to request the sale of Less-than-one-unit Shares as
provided in paragraph 3 of the preceding article.
 Manager of the Register of Shareholders
    Regulations for Handling of Shares
  -3-




---



##### 



Acquisition of the Companys Own Shares
  Chapter III. General Meeting of Shareholders
 Convocation
    Record Date for Ordinary General Meeting of Shareholders
  Chairmanship
   Method of Adopting Resolutions
  -4-




---



##### 



Exercise of Voting Rights by Proxy
  Chapter IV.     Director and Board of Directors
 Number
  Method of Election
   Term of Office
  Representative Directors
  Directors with Specific Titles
  -5-




---



##### 



Convening and Presiding of the Board of Directors
    Board of Directors
   Omission of Resolution of Board of Directors
  Regulations of the Board of Directors
  Remuneration, etc.
  -6-




---



##### 



Chapter V.     Corporate Auditor and Board of Corporate Auditors
 Number
  Method of Election
  Term of Office
   Full-Time Corporate Auditors
  Convening of the Board of Corporate Auditors
  Board of Corporate Auditors
  -7-




---



##### 



Regulations of the Board of Corporate Auditors
  Remuneration, etc.
  Chapter VI.     Accounting
 Business Year
  Dividends from Surplus
    -8-