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Exhibit 1.2

TRANSLATION

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ARTICLES OF INCORPORATION
OF
CANON INC.

(as amended April 1, 2003)

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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:



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| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)  | Manufacture and sale of optical machineries and
instruments of various kinds.                                                                            
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| | (2)  | Manufacture and sale of acoustic, electrical and electronic
machineries and instruments of various kinds.                                                
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| | (3)  | Manufacture and sale of precision machineries and instruments of various kinds.                                                                          
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| | (4)  | Manufacture and sale of medical machineries and instruments of various kinds.                                                                            
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| | (5)  | Manufacture and sale of general machineries, instruments
and equipments of various kinds.                                                                
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| | (6)  | Manufacture and sale of parts, materials, etc. relative to
the products mentioned in each of the preceding items.                                        
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| | (7)  | Production and sale of software products.                                                                                                                
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| | (8)  | Telecommunications business, and information service
business such as information processing service business and
information providing service business.
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| | (9)  | Contracting for telecommunications works, electrical works
and machinery and equipment installation works.                                               
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| | (10) | Sale, purchase and leasing of real properties and
contracting for architectural works.                                                                   
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| | (11) | Manpower providing business, movable property
leasing business and travel business.                                                                      
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| | (12) | Business relative to investigation and analysis of
the environment and purification process of soil, water, etc.                                         
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| | (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.

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.

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2.     The Company will not issue share certificates as to shares constituting
less-than-one-unit (hereinafter less-than-one-unit shares), unless the Company
deems it necessary for the shareholders.

3.     Shareholders (including beneficial owners; hereinafter the same shall apply)
who own less-than-one-unit shares of the Company may request that the Company
sell a number of shares which, when added to the less-than-one-unit shares,
would equal one unit of shares; provided, however, that the Company is not
obliged to do so if the Company does not own its own shares in the number which
it is requested to sell then.

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) and the register of loss of
share certificates 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 notifications, registration of loss of share
certificates, purchase and sale of less-than-one-unit shares 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 denominations 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,
registration of loss of share certificates, purchase and sale 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
written or recorded in the register of shareholders as of the last day of each business
year as shareholders who are entitled to exercise the rights as shareholders at
the ordinary general meeting of shareholders for such business year.

2.     In addition to the preceding paragraph, the Company may, whenever the
needs arise, regard the shareholders or registered pledgees written or recorded
in the register of shareholders as of a certain date as shareholders or
pledgees who are entitled to exercise the rights 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 voting rights of the shareholders present
at the meeting.

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2.     As to the resolutions under Article 343 of the Commercial Code, they
shall be adopted by two-thirds or more of the voting rights at a general
meeting of shareholders where the shareholders holding one-third or more of the
voting rights of all shareholders are present.

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

Chapter IV.     Directors 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.

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
one (1) year 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 upon 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.


Convocation and chairmanship 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
dispatched to each Director and 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 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 are required to attend meetings
of the Board of Directors and express their opinions when they deem it
necessary.

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
as 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.


Remuneration

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


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Chapter V.     Corporate Auditors 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 four (4) years after their assumption of office.


2.     The term of office of the Corporate Auditor elected to fill the vacancy
shall expire upon 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.


Convocation 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 powers 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 as 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.


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 written or recorded in 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 pledges written
or recorded in the register of shareholders as of June 30 each year.


(END)

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