##### 



Exhibit 1.1 TRANSLATION  ARTICLES OF INCORPORATION
OF
CANON INC. (as amended May 6, 2004)  Chapter I.     General Provisions  Trade NameArticle 1.
    
    The Company shall be called CANON KABUSHIKI KAISHA,which shall
be indicated in English as CANON INC.ObjectsArticle 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 OfficeArticle 3.
    
    The
Company shall have its head office in Ohta-ku, Tokyo.Method of Giving Public NoticeArticle 4.
    
    The public notice of the Company shall be given in the Nihon Keizai
Shimbun published in Tokyo.Chapter II.     SharesTotal Number of SharesArticle 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 UnitArticle 6.
    
    One hundred (100) 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 (hereinafter Less-than-one-unit Shares), unless the
Company deems it necessary for the shareholder.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.Transfer AgentArticle 7.
    
    The Company shall have a transfer agent with respect to its shares.


2



---



##### 



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 notification, registration of loss of share
certificates, purchase and sale 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, registration of loss of stock 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 the shareholders who are entitled to
exercise the right 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 right thereof, by giving public notice thereof in
advance. Acquisition of the Companys Own Shares Article 10.   Pursuant to the provision of paragraph 1, item (2) of Article
211-3 of the Commercial Code, the Company may purchase the
Companys own shares by a resolution of the Board of
Directors. 3




---



##### 





Chapter III.     General Meeting of Shareholders

Convocation

Article 11.   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 12.   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 13.   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.

2.     As to the resolutions under Article 343 of the Commercial
Code, they shall be adopted by the vote of two-third 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 14.   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 15.   The
Company shall have thirty (30) Directors or less.

4



---



##### 



Method of Election Article 16.   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 17.   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
with the expiration of the remaining term of office of the other
Directors presently in office. Representative Directors Article 18.   Directors
to represent the Company shall be elected by resolution of the Board
of Directors. Directors with Specific Titles Article 19.   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 20.   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 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 21.   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. 5




---



##### 



2.     The Corporate Auditors of the Company are required to
attend the Board meetings and express their opinions when they
deem it necessary. Regulations of the Board of Directors Article 22.   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. Remuneration Article 23.   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 24.   The
Company shall have four (4) Corporate Auditors or less. Method of Election Article 25.   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 26.   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 with the expiration of the remaining
term of office of the retired Corporate Auditor. Full-Time Corporate Auditors Article 27.   The
Corporate Auditors shall elect a full-time Corporate Auditor or
Auditors by mutual votes. Convening of the Board of Corporate Auditors Article 28.   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. 6




---



##### 



Board of Corporate Auditors Article 29.   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 30.   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 31.   The remuneration of Corporate Auditors shall be determined by
resolution of a general meeting of shareholders. Chapter VI.     Accounting Business year Article 32.   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 33.   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 34.   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) 7