EXHIBIT 1.1

(Translation)


                      REGULATION FOR HANDLING OF SHARES
                                      OF
                                  CANON INC.
                         (as amended October 1, 2000)


                          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, what are provided for in 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 IX 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.  Not withstanding 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"), share certificates representing such
                        less-than-one-unit shares (hereinafter referred to as
                        "certificates for less-than-one-unit shares") shall not
                        be issued unless it is permitted to issue such share
                        certificates under any law or ordinance.

(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.
                         6-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo

                       Its place of handling the business:
                         6-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo
                         Head Office of Transfer Agency Department,
                         Mizuho Trust & Banking Co., Ltd.

                       Its intermediary offices:
                         Branches of Mizuho Trust & Banking Co., Ltd.
                         Head Office and Branches of Yasuda Trust & Banking Co.,
                         Ltd.

(Matters to be handled by the transfer agent)

            Article 4.  Any application, request, notification, notice or the
                        like 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.




<PAGE>


(Method of application, request, notification and notice)

            Article 5.  Any application, request, notification, notice or the
                        like 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,
                        notice or the like 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
                        consent shall be submitted.


                      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.  The registration of transfer of less-than-one-unit
                        shares acquired through assignment may be applied for if
                        and only if the acquiring party is a shareholder
                        appearing on the register of shareholders.

                    3.  In case of an application for registration of transfer
                        of shares for causes other than assignment, the
                        procedure under paragraph 1 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 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 procedures.


      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 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 certificates in respect of which notice has
                        been given under the preceding paragraph shall be
                        treated as not issued, and shall not be deposited.




                                      2
<PAGE>



(Application for delivery of non-possessed share certificate)

            Article 11. In order for a shareholder who has given notice of
                        non-possession of 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 mutandis to 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.

(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, a guardian, etc.; (3)
                        Change of trade name or corporate name; (4) Change of
                        corporate organization.



                                      3
<PAGE>




               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 a combined total 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 in number.

                    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 loss)

            Article 18. In case of an application for issuance of a new
                        share certificate due to loss of share certificate,
                        the application shall be submitted in the prescribed
                        form, together with the authenticated copy or a
                        certified copy of the judgment of annulment.

(Re-issuances due to defacement or destruction)

            Article 19. In case of an application for issuance of a new
                        share certificate due to defacement or destruction
                        of 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 the preceding Article shall be
                        followed.


             Chapter VII. Purchase of Less-than-one-unit Shares

(Request for purchase)

            Article 20. 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 21. 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
                        the business or any of its intermediary offices
                        mentioned in Article 3; provided, however, that if
                        there is no trading 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.  If the request for purchase is made on a holiday for
                        the market mentioned in the preceding paragraph,
                        such purchase price shall be an amount equal to the
                        price at which the first sale and purchase
                        transaction is validly concluded on the first
                        trading day of that Exchange occurring after such
                        holiday.

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




                                      4
<PAGE>


(Payment of purchase price)

            Article 22. 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 25.

(Time of passing of shares)

            Article 23. 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) 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
                        dividend or rights become conclusive.


                             Chapter VIII. Fees

(Fee for issuance of new share certificates)

            Article 24. For issuance of new share certificates upon
                        application for delivery of share certificates not
                        in possession or upon division, 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.

(Purchase commission)

            Article 25. The purchase commission for less-than-one-unit
                        shares shall be an amount obtainable by prorating
                        the amount of the sale and purchase entrustment fee
                        established by the Tokyo Stock Exchange for the
                        number of shares constituting one unit of shares of
                        the Company according to the number of
                        less-than-one-unit shares purchased.


         Chapter IX. Special Handling Relative to Beneficial Owners

(Making entries in the beneficial owners list)

            Article 26. The Company shall make entries in the beneficial
                        owners list pursuant to notifications regarding
                        beneficial owners and beneficial owner entry forms
                        submitted by the Japan Securities Depository Center
                        (hereinafter referred to as "Center").

(Beneficiary owner entry form)

            Article 27. Beneficial owners shall submit the beneficial
                        owner entry forms through the participants;
                        provided, however, that in case where the total
                        number of deposited shares is less than one unit, a
                        beneficial owner entry form shall not be submitted.

(Matching and identification of shareholder)

            Article 28. When a shareholder stated in the register of
                        shareholders and a beneficial owner stated in the
                        beneficial owners list is confirmed as being
                        identical pursuant to the stated address and name,
                        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.



                                      5
<PAGE>



(Various notifications of beneficial owners)

            Article 29. The provisions of Chapter V shall apply mutatis
                        mutandis to 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 30. The provisions of Chapter VII shall apply
                        mutatis mutandis to beneficial owners; provided that
                        in case where a beneficial owner requests its
                        less-than-one-unit share to be purchased, he shall
                        make the request through the participant and the
                        Center.

(Miscellaneous)

            Article 31. Handling relative to beneficial owners shall be
                        performed pursuant to the provisions of this
                        chapter; provided, however, that in respect of
                        matters which are not covered in this chapter,
                        various regulations of the Center shall be observed.



                                      6