EXHIBIT 1.1

(Translation)


                       REGULATION FOR HANDLING OF SHARES
                                       OF
                                  CANON INC.
                           (as amended April 1, 2002)


                          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 therefore, 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"), 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 loss), Article 19 (Re-issuances due to
                        defacement or destruction) or a re-issuance due to the
                        lack of entry space.
(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.
                         5-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo


                       Its place of handling the business:
                         5-1, 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 Mizuho Asset Trust
                         & Banking Co., Ltd
                         Head Office and Branches of Mizuho Investors
                         Securities 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.

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(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. 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 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.


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(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.


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               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.


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                    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.

(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").


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(Beneficiary owner entry form)

            Article 27. Beneficial owners shall submit the beneficial owner
                        entry forms through the participants.

(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.

(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/she 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.


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