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                                                                    Exhibit 1.01

                                  (TRANSLATION)


                          THE ARTICLES OF INCORPORATION
                                       OF
                               PIONEER CORPORATION
                           (Pioneer Kabushiki Kaisha)



                                    CHAPTER I

                                  GENERAL RULES


ARTICLE 1.   (Trade Name)

     The Company shall be called Pioneer Kabushiki Kaisha, and its English name
shall be Pioneer Corporation.


ARTICLE 2.   (Purpose)

     The purpose of the Company shall be to engage in the following lines of
business:

     (1)   Manufacture and sale of electronic and electrical machinery and
           appliances.

     (2)   Manufacture and sale of optical instruments, medical instruments, and
           other machinery and appliances.

     (3)   Planning, production, manufacture and sale of audio, video and
           computer software.

     (4)   Manufacture and sale of woodworks.

     (5)   Manufacture and sale of agricultural products and plant for their
           cultivation.

     (6)   Sale of foods and beverages including liquor, and operation of
           restaurants and amusement facilities.

     (7)   Sale and purchase, rental and lease, and management of real estate
           and real estate agency business.

     (8)   Publishing and printing business, advertising agency business,
           construction business and non-life insurance agency business.

     (9)   Acquisition, management and transfer of industrial property rights,
           copyrights and other intellectual property rights.

     (10)  All business incidental and related to each and every one of the
           business in the preceding paragraphs.


ARTICLE 3.   (Head Office)

     The Company shall have its head office in Meguro-ku, Tokyo.


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ARTICLE 4.   (Public Notices)

     Public notices of the Company shall be given in the Nihon Keizai Shimbun
published in Tokyo.



                                   CHAPTER II

                                     SHARES


ARTICLE 5.   (Total Number of Shares Authorized to be Issued by the Company)

     The total number of shares authorized to be issued by the Company shall be
four-hundred million (400,000,000) shares; provided, however, that if shares are
retired, the total number of shares authorized to be issued by the Company shall
be reduced by the number of shares so retired.


ARTICLE 6.   (Number of Shares Constituting One Unit of Stock and Non-Issuance
             of Certificates for Constituting Less than One Full Unit)

     (1)   The number of shares constituting one unit of stock of the Company
           shall be one hundred (100).

     (2)   The Company shall not issue any certificate for any number of shares
           constituting less than one full unit (hereinafter referred to as
           "fractional unit shares").


ARTICLE 7.   (Transfer Agent)

     (1)   The Company shall have a transfer agent with respect to its shares.

     (2)   The transfer agent and its place of business shall be determined by a
           resolution of the Board of Directors and public notice shall be given
           thereof.

     (3)   The register of shareholders and the register of beneficial
           shareholders of the Company shall be kept at the place of business of
           the transfer agent, and the business pertaining to shares, such as
           registration of transfers of shares, acceptance of the notice with
           respect to beneficial shareholders, registration of pledges and
           cancellation thereof, indication of trust assets and cancellation
           thereof, delivery of share certificates, purchase of fractional unit
           shares, acceptance of applications, etc., shall be handled by such
           transfer agent, and the Company shall not itself handle the above
           matters directly.


ARTICLE 8.   (Share Handling Regulations)

     The denominations of share certificates of the Company, as well as the
business pertaining to the handling of shares, such as registration of transfers
of shares, acceptance of the notice with respect to beneficial shareholders,
registration of pledges and cancellation thereof, indication of trust assets and
cancellation thereof, delivery of share certificates, purchase of fractional
unit shares, acceptance of applications and other handling procedures


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and the charges therefor shall be governed by the Share Handling Regulations
determined by the Board of Directors.


ARTICLE 9.   (Record Date)

     (1)   The Company shall deem any shareholder (including beneficial
           shareholders; hereinafter the same shall apply) having voting rights
           as appearing in writing or digitally on the register of shareholders
           and/or the register of beneficial shareholders at the end of each
           accounting period to be a shareholder who is entitled to exercise the
           rights of a shareholder at the ordinary general meeting of
           shareholders for that particular accounting period.

     (2)   In addition to the preceding paragraph, the Company may, whenever
           necessary, by a resolution of the Board of Directors and upon giving
           prior public notice, deem any shareholder or pledgee whose name
           appears in writing or digitally on the register of shareholders
           and/or the register of beneficial shareholders as of the end of a
           specified date to be a shareholder or a pledgee who is entitled to
           exercise certain rights of a shareholder or a pledgee.



                                   CHAPTER III

                        GENERAL MEETINGS OF SHAREHOLDERS


ARTICLE 10.  (Time and Place to Hold General Meetings of Shareholders)

     (1)   Ordinary general meetings of shareholders of the Company shall be
           convened annually in June and extraordinary general meetings of
           shareholders may be convened whenever necessary.

     (2)   General meetings of shareholders may be convened at the seat of the
           head office, a place adjacent thereto, or in Minato-ku, Tokyo.


ARTICLE 11.  (Convocation of General Meetings of Shareholders and Chairman
             Thereof)

     (1)   Unless otherwise provided by law, the President and Director of the
           Company shall convene general meetings of shareholders by resolutions
           of the Board of Directors and shall act as the chairman of the
           meetings.

     (2)   If the President and Director is unable to act, another director
           shall convene the meetings and act as the chairman of the meetings in
           accordance with an order of priority previously determined by the
           Board of Directors.


ARTICLE 12.  (Method of Making Decisions of General Meetings of Shareholders)

     Unless otherwise provided by law or in the Articles of Incorporation,
resolutions of general meetings of shareholders shall be adopted by a majority
vote of the shareholders present at the meetings.


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ARTICLE 13.  (Voting by a Proxy)

     A shareholder may exercise his voting right by a proxy, who shall also be a
shareholder of the Company having voting rights; provided, however, that such
shareholder or proxy shall submit to the Company a document evidencing his
authority.


ARTICLE 14.  (Minutes of General Meetings of Shareholders)

     The substance of the proceedings at general meetings of shareholders and
the results thereof shall be recorded in the minutes in writing or digitally and
the chairman of the meeting and the directors present shall affix their names
and seals thereto or put their electronic signatures thereon.



                                   CHAPTER IV

                        DIRECTORS AND BOARD OF DIRECTORS


ARTICLE 15.  (Number of Directors)

     The Company shall have three (3) or more directors.


ARTICLE 16.  (Election)

     (1)   A resolution of a general meeting of shareholders for the election of
           directors shall require the presence of shareholders holding
           one-third or more of the voting rights of the total shareholders and
           it shall be adopted by a majority vote of the shareholders present.

     (2)   No cumulative voting shall be used for the election of directors.


ARTICLE 17.  (Term of Office)

     The term of office of a director shall expire at the conclusion of the
ordinary general meeting of shareholders held with respect to the last closing
of accounts within two (2) years after his assumption of office.


ARTICLE 18.  (Directors with Specific Titles and Representative Directors)

     (1)   The Company may elect by a resolution of the Board of Directors one
           Chairman and Director, one Vice Chairman and Director, one President
           and Director, and one or more Executive Vice Presidents and
           Directors, Senior Managing Directors, and Managing Directors.

     (2)   By a resolution of the Board of Directors, one or more Directors who
           shall represent the Company shall be elected from those directors
           with specific titles referred to in the preceding paragraph.


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ARTICLE 19.  (Convocation of Meetings of the Board of Directors and Chairman
             Thereof)

     (1)   Unless otherwise provided by law, the President and Director shall
           convene meetings of the Board of Directors and shall act as the
           chairman of the meetings.

     (2)   If the President and Director is unable to act, another director
           shall convene the meetings and act as the chairman of the meetings in
           accordance with an order of priority previously determined by the
           Board of Directors.

     (3)   The notice for convening meetings of the Board of Directors shall be
           sent to all the directors and corporate auditors four (4) days prior
           to the date of the meeting, provided that such period may be
           shortened in case of emergency.


ARTICLE 20.  (Method of Making Decisions of Meetings of the Board of Directors)

     A resolution of a meeting of the Board of Directors shall require the
presence of a majority of the total number of directors and it shall be adopted
by a majority vote of the directors present.


ARTICLE 21.  (Minutes of Meetings of the Board of Directors)

     The substance of the proceedings at meetings of the Board of Directors and
the results thereof shall be recorded in the minutes in writing or digitally and
the directors and the corporate auditors present shall affix their names and
seals thereto or put their electronic signatures thereon.


ARTICLE 22.  (Regulations of Meetings of the Board of Directors)

     Unless otherwise provided by law or in the Articles of Incorporation,
matters pertaining to the meetings of the Board of Directors shall be governed
by the Regulations of Meetings of the Board of Directors determined by the Board
of Directors.


ARTICLE 23.  (Remuneration and Retirement Allowances)

     The remuneration and retirement allowances for directors shall be
determined by resolutions of general meetings of shareholders.



                                    CHAPTER V

               CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS


ARTICLE 24.  (Number of Corporate Auditors)

     The Company shall have three (3) or more corporate auditors.


ARTICLE 25.  (Election)

     A resolution of a general meeting of shareholders for the election of
corporate auditors shall require the presence of shareholders holding one-third
or more of the voting rights of the total shareholders and it shall be adopted
by a majority vote of the shareholders present.


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ARTICLE 26.  (Term of Office)

     The term of office of a corporate auditor shall expire at the conclusion of
the ordinary general meeting of shareholders held with respect to the last
closing of accounts within four (4) years after his assumption of office.


ARTICLE 27.  (Term of Office of a Corporate Auditor Who is Elected to Fill a
             Vacancy)

     The term of office of a corporate auditor who is elected to fill a vacancy
caused by retirement of a corporate auditor before the expiration of the
latter's term of office, shall expire when such predecessor's full term of
office would have expired.


ARTICLE 28.  (Full Time Corporate Auditor(s))

     The Company shall have one (1) or more full time corporate auditor(s) who
shall be elected by and from among the corporate auditors.


ARTICLE 29.  (Convocation of Meetings of the Board of Corporate Auditors)

     The notice for convening meetings of the Board of Corporate Auditors shall
be sent to all the corporate auditors four (4) days prior to the date of the
meeting, provided that such period may be shortened in case of emergency.


ARTICLE 30.  (Method of Making Decisions of Meetings of the Board of Corporate
             Auditors)

     Unless otherwise provided by law, a resolution of a meeting of the Board of
Corporate Auditors shall be adopted by a majority vote of the corporate
auditors.


ARTICLE 31.  (Minutes of Meetings of the Board of Corporate Auditors)

     The substance of the proceedings at meetings of the Board of Corporate
Auditors and the results thereof shall be recorded in the minutes in writing or
digitally and the corporate auditors present shall affix their names and seals
thereto or put their electronic signatures thereon.


ARTICLE 32.  (Regulations of Meetings of the Board of Corporate Auditors)

     Unless otherwise provided by law or in the Articles of Incorporation,
matters pertaining to the meetings of the Board of Corporate Auditors shall be
governed by the Regulations of Meetings of the Board of Corporate Auditors
determined by the Board of Corporate Auditors.


ARTICLE 33.  (Remuneration and Retirement Allowances)

     The remuneration and retirement allowances for corporate auditors shall be
determined by resolutions of general meetings of shareholders.


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                                   CHAPTER VI

                                    ACCOUNTS


ARTICLE 34.  (Business Year and Closing of Accounts)

     The business year of the Company shall commence on April 1 of each year and
shall end on March 31 of the next following year, and the accounts shall be
closed as of the last day of each business year.


ARTICLE 35.  (Payment of Dividends and Interim Dividends)

     (1)   Dividends on shares shall be paid to the shareholders or pledgees
           whose names appear in writing or digitally on the register of
           shareholders and/or the register of beneficial shareholders as of the
           end of each accounting period.

     (2)   The Company may, by a resolution of the Board of Directors, make a
           payment of interim dividends (cash distribution pursuant to the
           provisions of Article 293-5 of the Commercial Code) to the
           shareholders or pledgees whose names appear in writing or digitally
           on the register of shareholders and/or the register of beneficial
           shareholders as of the end of September 30, each year.


ARTICLE 36.  (Terms for Discharge of Liability for Dividend Payments)

     (1)   If a dividend or an interim dividend on shares remains unreceived
           within three (3) full years after the date the payment therefor
           commenced, the Company shall be discharged from its obligation to pay
           such dividend or interim dividend.

     (2)  Dividends and interim dividends to be paid shall bear no interest.


                            SUPPLEMENTARY PROVISIONS


     With regard to the term of office of corporate auditors in office prior to
the closing of the ordinary general meeting of shareholders with respect to the
business year ending March 2003, the term "within four (4) years" in the
provisions of Article 26 (Term of Office) shall be read as "within three (3)
years."

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                                                     Amended as of June 27, 2002


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