EXHIBIT 1.2

(Translation)


                           ARTICLES OF INCORPORATION
                                       OF
                                   CANON INC.
                          (as amended March 28, 2002)


                         Chapter I. General Provisions

(Trade name)

            Article 1.  The Company shall be called CANON KABUSHIKI KAISHA,
                        which shall be indicated in English as CANON INC

(Objects)

            Article 2.  The objects of the Company shall be to engage in the
                        following business:

                (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)     Telecommunications business, and information service
                        business such as information processing service
                        business, information providing service business etc.

                (9)     Contracting for telecommunications works, electrical
                        works and machinery and equipment installation works.

                (10)    Sale, purchase and leasing of real properties and
                        contracting for architectural works.

                (11)    Manpower providing business, property leasing business
                        and travel business.

                (12)    Business relative to investigation, analysis of the
                        environment and purification process of soil, water,
                        etc.

                (13)    Any and all business relative to each of the preceding
                        items.

( Location of head office )

            Article 3.  The Company shall have its head office in Ohta-ku,
                        Tokyo

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( Method of giving public notice )

            Article 4.  The public notice of the Company shall be given in
                        the Nihon Keizai Shimbun published in Tokyo.


                               Chapter II. Shares

( Total number of shares )

            Article 5.  The total number of shares to be issued by the
                        Company shall be 2,000,000,000 shares.

( Number of shares to constitute one unit )

            Article 6.  One thousand (1,000) shares of the Company shall
                        constitute one unit of shares.

                    2.  The Company will not issue stock certificates as to
                        shares of less-than-one-unit, unless the Company deems
                        it necessary for the shareholder.

( Transfer agent )

            Article 7.  The Company shall have a transfer agent with respect
                        to its shares.

                    2.  The transfer agent and its place of handling business
                        shall be selected by resolution of the Board of
                        Directors and a public notice shall be given of such
                        matters.

                    3.  The register of shareholders of the Company (including
                        the beneficial owners list; hereinafter the same shall
                        apply) shall be kept at the transfer agent's place of
                        handling business and the business relating to shares,
                        such as transfer of shares on the register of
                        shareholders, registration of pledges, indication of
                        trust property or cancellation of such registration or
                        indication, delivery of share certificates, acceptance
                        of notification, purchase of less-than-one-unit shares,
                        etc. shall be caused to be handled by the transfer
                        agent and shall not be handled by the Company.

( Regulations for handling of shares )

            Article 8.  The denomination of share certificates of the
                        Company, transfer of shares on the register of
                        shareholders, registration of pledges, indication of
                        trust property or cancellation of such registration or
                        indication, delivery of share certificates, acceptance
                        of notifications, purchase of less-than-one-unit shares
                        and other procedures and fees relating to shares shall
                        be governed by the regulations for handling of shares
                        to be established by the Board of Directors.

( Record date )

            Article 9.  The Company shall regard the shareholders (including
                        the beneficial owners; hereinafter the same shall
                        apply) entitled to vote and appearing in the register
                        of shareholders as of the last day of each business
                        year as the shareholders who are entitled to exercise
                        the right as shareholders at the ordinary general
                        meeting of shareholders for such business year.


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                    2.  In addition to the preceding paragraph, the Company
                        may, whenever the needs arise, regard the shareholders
                        or registered pledgees appearing in the register of
                        shareholders as of a certain date as shareholders or
                        pledgees who are entitled to exercise the right
                        thereof, by giving public notice thereof in advance.


                  Chapter III.   General Meeting of Shareholders

( Convocation )

            Article 10. The ordinary general meeting of shareholders shall
                        be convened in March each year and the extraordinary
                        general meeting of shareholders shall be convened
                        whenever needs arise.

                    2.  Unless otherwise provided by laws or ordinances, a
                        general meeting of shareholders shall be convened by
                        the Chairman-and-Director or the President-and-Director
                        in accordance with the resolution of the Board of
                        Directors.

                    3.  If the Chairman-and-Director and the
                        President-and-Director are unable to act, such meeting
                        shall be convened by another Representative Director in
                        accordance with the order prescribed in advance by the
                        Board of Directors.

( Chairmanship )

            Article 11. The chairmanship of a general meeting of
                        shareholders shall be assumed by the
                        Chairman-and-Director or the President-and-Director.

                    2.  If the Chairman-and-Director and the
                        President-and-Director are unable to act, such
                        chairmanship shall be assumed by another Director in
                        accordance with the order prescribed in advance by the
                        Board of Directors.

( Method of adopting resolutions )

            Article 12. Unless otherwise provided by laws or ordinances or
                        by these Articles of Incorporation, resolutions at a
                        general meeting of shareholders shall be adopted by a
                        majority of the votes of the shareholders present at
                        the meeting.

( Exercise of voting rights by proxy )

            Article 13. Shareholders may exercise their votes by proxy.
                        Provided, however, that such proxy shall be a
                        shareholder of the Company entitled to vote.


                  Chapter IV. Director and Board of Directors

( Number )

            Article 14. The Company shall have thirty (30) Directors or
                        less.

( Method of election )

            Article 15. The Directors shall be elected at a general meeting
                        of shareholders where the shareholders holding
                        one-third or more of the voting rights of all
                        shareholders are present.


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                    2.  The election of Directors shall not be made by
                        cumulative voting.

( Term of office )

            Article 16. The term of office of Directors shall expire at the
                        end of the ordinary general meeting of shareholders for
                        the final settlement date within two (2) years after
                        their assumption of office.

                    2.  The term of office of the Director elected by reason of
                        increase in number or in order to fill the vacancy
                        shall expire with the expiration of the remaining term
                        of office of the other Directors presently in office.

( Representative Directors )

            Article 17. Directors to represent the Company shall be elected
                        by resolution of the Board of Directors.

( Directors with specific titles )

            Article 18. By resolution of the Board of Directors, the
                        Company shall have a Chairman-and-Director, a
                        President-and-Director and other Directors with
                        specific titles.

( Convening and presiding of the Board of Directors )

            Article 19. Unless otherwise provided by laws or ordinances, a
                        meeting of the Board of Directors shall be convened and
                        presided over by the Chairman-and-Director or the
                        President-and-Director.

                    2.  If the Chairman-and-Director and the
                        President-and-Director are unable to act, such meeting
                        shall be convened and presided over by another Director
                        in accordance with the order prescribed in advance by
                        the Board of Directors.

                    3.  Notice of convocation of a meeting of the Board of
                        Directors shall be despatched to each Director and each
                        Statutory Auditor at least three (3) days before the
                        date of such meeting; provided, however that such
                        period may be shortened in case of urgency.

( Board of Directors )

            Article 20. The Board of Directors shall be composed of the
                        Directors and, in addition to the matters provided by
                        laws or ordinances or by these Articles of
                        Incorporation, shall make decision on the execution of
                        important business of the Company.

                    2.  The Corporate Auditors of the Company may attend the
                        Board meetings and express their opinions.

( Regulations of the Board of Directors )

            Article 21. The procedure for convening a meeting of the Board
                        of Directors, method of adopting resolutions, etc.
                        shall be governed, in addition to the matters provided
                        by laws or ordinances or by these Articles of
                        Incorporation, by the Regulations of the Board of
                        Directors to be established by the Board of Directors.


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( Remuneration )

            Article 22. The remuneration of Directors shall be determined
                        by resolution of a general meeting of shareholders.


          Chapter V. Corporate Auditor and Board of Corporate Auditors

( Number )

            Article 23. The Company shall have four (4) Corporate Auditors
                        or less.

( Method of election )

            Article 24. The Corporate Auditors shall be elected at a
                        general meeting of shareholders where the shareholders
                        holding one-third or more of the voting rights of all
                        shareholders are present.

( Term of office )

            Article 25. The term of office of Corporate Auditors shall
                        expire at the end of the ordinary general meeting of
                        shareholders for the final settlement date within three
                        (3) years after their assumption of office.

                    2.  The term of office of the Corporate Auditor elected to
                        fill the vacancy shall expire with the expiration of
                        the remaining term of office of the retired Corporate
                        Auditor.

( Full-time Corporate Auditors )

            Article 26. The Corporate Auditors shall elect a full-time
                        Corporate Auditor or Auditors by mutual votes.

( Convening of the Board of Corporate Auditors )

            Article 27. Notice of convocation of a meeting of the Board of
                        Corporate Auditors shall be despatched to each
                        Corporate Auditor at least three (3) days before the
                        date of such meeting; provided, however that such
                        period may be shortened in case of urgency.

( Board of Corporate Auditors )

            Article 28. The Board of Corporate Auditors shall be composed
                        of all the Corporate Auditors and, in addition to the
                        matters provided by laws, shall make decision on the
                        matters relating to the execution of the duties of the
                        Corporate Auditors except to the extent that such
                        decisions might impair any of the power of the
                        Corporate Auditors.

( Regulations of the Board of Corporate Auditors )

            Article 29. The procedure for convening a meeting of the Board
                        of Corporate Auditors, method of adopting resolutions,
                        etc. shall be governed, in addition to the matters
                        provided by laws or ordinances or by these Articles of
                        Incorporation, by the Regulations of the Board of
                        Corporate Auditors to be established by the Board of
                        Corporate Auditors.

( Remuneration )

            Article 30. The remuneration of Corporate Auditors shall be
                        determined by resolution of a general meeting of
                        shareholders.


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                             Chapter VI.   Accounting

( Business year )

            Article 31. The business year of the Company shall be from
                        January 1 to December 31 each year, and the settlement
                        of accounts of the Company shall be made at the end of
                        the business year.

( Dividends of profits )

            Article 32. Dividends of profits shall be paid to the
                        shareholders or registered pledgees appearing on the
                        register of shareholders as of the last day of each
                        business year.

( Interim dividends )

            Article 33. By resolution of the Board of Directors, the
                        Company may distribute interim dividends to the
                        shareholders or registered pledgees appearing on the
                        register of shareholders as of June 30 each year.

( Time of conversion of convertible debentures )

            Article 34. The first dividends of profits or interim dividends
                        on the shares issued by the conversion of convertible
                        debentures which the Company has issued shall be paid
                        as if such conversion were made on January 1 when the
                        request for conversion is made from January 1 to June
                        30, and on July 1, when the request for conversion is
                        made from July 1 to December 31.


                       Supplementary Provisions

( Transfer agent in respect of foreign currency convertible debentures )

            Article 35. With respect to the convertible debentures in
                        foreign currency issued by the Company, the Company
                        shall have a transfer agent or agents in foreign
                        countries.


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