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(Translation)
    
    Exhibit 2
 REGULATIONS FOR HANDLING OF SHARES
OF
CANON INC.  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 XI hereof. (Denominations of share certificates) Article 2.
 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-issuances 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.




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Transfer agent:   Its place of handling business:   Its intermediary offices:   (Matters to be handled by the transfer agent) Article 4.
 (Method of application and notification, etc.) Article 5.
 2.                    With respect to any application, notification, notice or request under the preceding
paragraph, 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.
 -2-




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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.
 Chapter III.     Registration of Pledge and Indication of Trust Property (Registration of pledge or cancellation thereof) Article8.
 (Indication of trust property or cancellation thereof) Article 9.
 Chapter IV.     Non-Possession of Share Certificates (Notice of non-possession of share certificates) Article 10.
 (Application for delivery of non-possessed share certificate) -3-




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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 applications for issuance of any
certificate for Less-than-one-unit Shares cannot be made. Chapter V.     Various Notifications (Notification of addresses, names and seals of shareholders, etc.) Article 12.
 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.
 2.                    The provisions of the preceding Article shall apply mutatis mutandisto standing proxies. (Representative of corporation) Article 14.
 (Representative of jointly-owned share) Article 15.
 -4-




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(Alteration of matters stated in the register of shareholders and in the share certificate) Article 16.
  (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. Chapter VI.     Re-Issuance of Share Certificates, etc. (Re-issuance due to division, consolidation, etc.) Article 17.
 (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 units of shares or more in number. 2.                     In the case of the preceding paragraph, no application can be made for the issuance of any certificate for Less-than-one-unit Shares. (Re-issuances due to defacement or destruction) Article 18.
 -5-




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(Re-issuance due to the lack of entry space) Article 19.
 Chapter VII.     Re-issuance of share certificates due to loss (Application for the registration or cancellation of the loss of share certificate) Article 20.
 2.                   In the case of an application for the cancellation of the abovementioned registration by
the registrant of the loss of share certificate, a prescribed application form shall be submitted. (Application for objections to the registration of loss of share certificate) Article 21.
 (Re-issuance due to annulment of share certificate) Article 22.
 (Applicability of various notifications) Article 23. mutatis mutandis
 -6-




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Chapter VIII.     Purchase of Less-than-one-unit Shares (Request for purchase) Article 24.
 (Determination of purchase price) Article 25.
 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.
 (Time of transfer of shares) Article 27.
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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 dividend or
rights become conclusive. Chapter IX.     Sale of Less-than-one-unit Shares pursuant to
    a request for additional purchase (Procedure for request of additional purchase) Article 28.
 (Approximate payment of additional purchase) Article 29.
 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. -8-




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(Effective date of the request for additional purchase) Article 30.
 2.               Notwithstanding the provision of 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.
 2.               Notwithstanding the provision of 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.
 2.               The price of additional purchase shall be the product of the per-share price of additional
purchase pursuant to the preceding paragraph multiplied by the number of shares requested to be
additionally purchased. -9-




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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 by the preceding paragraph
and the fee for additional purchase stipulated in Article 38 (hereinafter Additional Purchase
Charge), the shortfall shall be charged to the relevant applicant of additional purchase. In such
case, if such shortfall is not paid in within five business days of the transfer agent, counting
from the following day of the day on which payment of the shortfall has been demanded, the relevant
request for additional purchase shall be cancelled. (Receipt of Additional Purchase Charge) Article 33.
 2.               The difference between the approximate payment for additional purchase and the Additional
Purchase Charge referred to in the preceding paragraph shall be returned to the shareholders 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. (Transfer of additionally purchased stock) Article 34.
 (Delivery of share certificate) Article 35.
 -10-




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Chapter X.     Fees (Fee for issuance of new share certificates) Article 36.
 (Commission for the registration of loss of share certificate) Article 37.
 For each request for registration of loss of share certificate: 10,000 yen (Commission for purchase by the Company and additional purchase by the shareholders of Less-than-one-unit Shares) Article 38.
 Chapter XI.     Special Handling Relative to Beneficial Owners (Making entries in the beneficial owners list) Article 39.
 (Beneficiary owner entry form) Article 40.
 (Matching and identification of shareholder) -11-




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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 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. (Various notifications of beneficial owners) Article 42. mutatis mutandis
 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. mutatis mutandis
 (Additional purchase of Less-than-one-unit Shares by beneficial owners) Article 44. mutatis mutandis
 (Miscellaneous) Article 45.
 -12-




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Separately determined amounts under Article 38of the Regulation for Handling of Shares The amount under Article 38 of the Regulation for the handling of shares (the commission for the
purchase by the Company and additional purchase by the shareholders of Less-than-one-unit Shares)
shall be the 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) A portion of the total amount obtained by multiplying the per-share purchase price
provided in Article 25 of the Regulation for handling of shares or the per-share price for
additional purchase provided in Article 32 by the number of shares which constitute one unit,
according to the following rate: If equal to or less than 1,000,000 yen;  If greater than 1,000,000 yen and equal to or less than 5,000,000 yen;  If greater than 5,000,000 yen and equal to or less than 10,000,000 yen;  If greater than 10,000,000 yen and equal to or less than 30,000,000 yen;  If greater than 30,000,000 yen and equal to or less than 50,000,000 yen;  (Fractions below 1 yen shall be rounded up.) 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. -13-