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Exhibit 1.1

TRANSLATION

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ARTICLES OF INCORPORATION
OF
CANON INC.

(as amended March 30, 2005)

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Chapter I.     General Provisions

Trade Name

CANON KABUSHIKI KAISHA, CANON INC.


Objects





| | (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.





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(7)

Production and sale of software products.(8)

Manufacture and sale of pharmaceutical products.(9)

Telecommunications business, and information service business
such as information processing service business, information providing service
business etc.(10)

Contracting for telecommunications works, electrical works and
machinery and equipment installation works.(11)

Sale, purchase and leasing of real properties and contracting
for architectural works.(12)

Manpower providing business, property leasing business and
travel business.(13)

Business relative to investigation, analysis of the environment and
purification process of soil, water, etc.(14)

Any and all business relative to each of the preceding items. Location of Head Office  Method of Giving Public Notice  Chapter II.     Shares Total Number of Shares  Number of Shares to Constitute One Unit  -2-




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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 Agent  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  -3-




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Record Date  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  Chapter III.     General Meeting of Shareholders Convocation  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  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. -4-




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Method of Adopting Resolutions  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  Chapter IV.     Director and Board of Directors Number  Method of Election  2.          The election of Directors shall not be made by cumulative voting. Term 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  -5-




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Directors with Specific Titles  Convening and Presiding of the Board of Directors  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  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  Remuneration  -6-




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Chapter V.     Corporate Auditor and Board of Corporate Auditors Number  Method of Election  Term 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  Convening of the Board of Corporate Auditors  Board of Corporate Auditors  Regulations of the Board of Corporate Auditors  -7-




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Remuneration  Chapter VI.     Accounting Business year  Dividends of profits  Interim dividends  (END) -8-