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Exhibit 1.1

(TRANSLATION)

ARTICLES OF INCORPORATION
OF
MAKITA CORPORATION(Kabushiki Kaisha Makita)

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| |  | ----------------------------------------------------------------------------------------------------
| |  | (Partially amended by a resolution
of the Ordinary General Meeting of
Shareholders on June 27, 2003)
| |  |                                                                                                     

CHAPTER I

GENERAL PROVISIONS

Article 1.      (Corporate name)

The name of the Company shall be KABUSHIKI KAISHA MAKITA and , in English,
Makita Corporation.

Article 2.      (Purpose)



| | The purposes of the Company shall be to engage in the following businesses:
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| | 10.                                                                        

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Article 3.      (Location of head office)

The head office of the Company shall be located in Anjo City, Aichi
Prefecture.

Article 4.      (Method by which public notice is made)

Public notices of the Company shall be displayed in the Nihon Keizai
Shimbun.

CHAPTER II

SHARES

Article 5.      (Total number of shares)

The total number of shares authorized to be issued by the Company shall be
two hundred and ninety two million (292,000,000); provided, however, that if
shares are retired, the total number of shares shall be reduced by the number
of shares so retired.

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|Article 6. |  | (Number of shares constituting one unit and non-issuance of
certificates for shares constituting less than one full unit)



| | (1) |  | The number of shares of the Company constituting one unit of
shares shall be one thousand (1,000).                                                                                                                                               
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | The Company shall not issue certificates for any number of
shares constituting less than one full unit (hereinafter referred to
as shares constituting less than a full unit), unless otherwise
provided for in the Share Handling Regulations.

Article 7.      (Sale of shares constituting less than a full unit)

A shareholder (including a beneficial shareholder; hereinafter the same
being applicable) holding shares constituting less than a full unit may request
the Company to sell to the shareholder such amount of shares which will, when
added together with the shares constituting less than a full unit, constitute a
full unit of shares in accordance with the provisions of the share handling
regulations.

Article 8.      (Transfer agent)



| | (1) |  | The Company shall appoint a transfer agent with respect to the shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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| | (2) |  | The transfer agent and its handling office shall be designated
by a resolution of the Board of Directors and public notice thereof
shall be given.                                                                                                                                                                                                                                                                                                                                                                     
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| | (3) |  | The register of shareholders of the Company (including the
register of beneficial shareholders; hereinafter the same being
applicable) and the register of lost share certificates of the
Company shall be kept at the handling office of the transfer agent,
and the business pertaining to shares such as registration of
transfer of shares and purchase and sale of shares constituting less
than a full unit by the Company shall be handled by the transfer
agent and the Company shall not handle these matters.

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Article 9.      (Share handling regulations)

The denominations of share certificates, registration of transfer of
shares, purchase and sale of shares constituting less than a full unit by the
Company and any other handling business relating to shares and charges therefor
shall be governed by the share handling regulations established by the Board of
Directors.

Article 10.      (Record date)



| | (1) |  | The shareholders who are registered or recorded on the register
of shareholders in writing or digitally as of the close of a fiscal
year shall be entitled to exercise voting rights at the ordinary
general meeting of shareholders for such fiscal year.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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| | (2) |  | Except for the preceding Paragraph and as otherwise provided in
these Articles of Incorporation, the Company may, by a resolution of
the Board of Directors, fix a record date whenever necessary upon
giving prior public notice.                        

CHAPTER III

GENERAL MEETINGS OF SHAREHOLDERS

Article 11.      (Convocation)

The ordinary general meeting of shareholders shall be convened in June
every year, and extraordinary general meetings of shareholders may, unless
otherwise provided for in laws or regulations, be convened whenever necessary.

Article 12.      (Chairman of meetings)

The president-director shall act as chairman of general meetings of
shareholders. When the president-director is unable to act, one of the other
directors shall act as chairman in accordance with the order predetermined by a
resolution of the Board of Directors.

Article 13.      (Method of adopting resolutions)



| | (1) |  | Unless otherwise provided for in laws or regulations or in
these Articles of Incorporation, all resolutions of a general meeting
of shareholders shall be adopted by a majority of the votes of
shareholders present at the meeting.       
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|
| | (2) |  | Special resolutions provided for in Article 343 of the
Commercial Code shall be adopted by not less than two-thirds of the
votes of shareholders present at the meetings who hold not less than
one-third of the votes of all shareholders.

Article 14.      (Exercise of voting rights by proxy)

A shareholder or his legal representative may exercise his voting rights
through a proxy who is also a shareholder of the Company and who has voting
rights.

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Article 15.      (Minutes of meetings)

The substance of proceedings of a general meeting of shareholders and the
results thereof shall be recorded in the minutes of the meeting, which shall
bear the names and seals of the chairman and of the directors present at the
meeting, and shall be kept at the Company.

CHAPTER IV

DIRECTORS AND BOARD OF DIRECTORS

Article 16.      (Number)

The Company shall have not more than fifteen (15) directors.

Article 17.      (Election)



| | (1) |  | Directors shall be elected at general meetings of shareholders.                                                                                                                                                                                            
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| | (2) |  | In order to adopt resolutions for the election of directors,
shareholders holding not less than one-third (1/3) of the voting
rights of the total shareholders shall be present thereat and a
majority of the votes of such shareholders shall be required.
|
| | (3) |  | Cumulative voting shall not be used for the election of directors.                                                                                                                                                                                         

Article 18.      (Terms of office)



| | (1) |  | The terms of offices of directors 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 from
their assumption of office.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | The term of office of any director elected to increase the
number of the directors or to fill a vacancy shall expire upon the
expiration of the terms of offices of the other directors then in
office.                 

Article 19.      (Election of representative directors, etc.)



| | (1) |  | The Board of Directors shall select directors who have the
power to represent the Company.                                                                                                                             
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| | (2) |  | By a resolution of the Board of Directors, a chairman, one or
more vice chairmen, a president, one or more executive vice
presidents, senior managing directors (senmu) and managing directors
(jomu) may be appointed.

Article 20.      (Convocation of meetings)

Unless the date of a meeting is fixed in advance by the Board of
Directors, notice of a meeting of the Board of Directors shall be given to each
director and statutory auditor at least three (3) days prior to the date set
for such meeting; provided, however, that in case of urgency, such period may
be shortened.

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Article 21.      (Chairman)

The chairman-director shall act as chairman at meetings of the Board of
Directors. When the office of the chairman-director is vacant or the
chairman-director is unable to act, the president-director shall act as
chairman. When the offices of both the chairman-director and the
president-director are vacant or they are unable to act, one of the other
directors shall act as chairman in accordance with the order predetermined by a
resolution of the Board of Directors.

Article 22.      (Board of Directors)

In addition to the matters provided for in laws or regulations or these
Articles of Incorporation, the Board of Directors shall determine important
business matters of the Company.

Article 23.      (Method of adopting resolutions)

Resolutions at a meeting of the Board of Directors shall be adopted by an
affirmative vote of a majority of the directors present which directors present
shall constitute a majority of all directors then in office.

Article 24.      (Advisers and consultants)

The Board of Directors may, by its resolution, appoint one or more
advisers or consultants.

Article 25.      (Remuneration)

Remuneration to directors shall be determined by a resolution of a general
meeting of shareholders.

CHAPTER V

STATUTORY AUDITORS
AND BOARD OF STATUTORY AUDITORS

Article 26.      (Number)

The Company shall have not more than five (5) statutory auditors.

Article 27.      (Election)



|(1) |  |  | Statutory auditors shall be elected at general meetings of
shareholders.                                                                                                                                                                                            
|--- |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|(2) |  |  | In order to adopt resolutions for the election of statutory
auditors, shareholders holding not less than one-third (1/3) of the
voting rights of the total shareholders shall be present thereat and
a majority of the votes of such shareholders shall be required.

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Article 28.      (Terms of office)



|(1) |  |  | The terms of offices of statutory auditors 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 from
their assumption of office.
|--- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  |  | The term of office of any statutory auditor elected to fill a
vacancy shall expire when the term of office of his predecessor would
have expired.                                                                                 

Article 29.      (Convocation of meetings)

Unless the date of a meeting is fixed in advance by the Board of Statutory
Auditors, notice of a meeting of the Board of Statutory Auditors shall be given
to each statutory auditor at least three (3) days prior to the date set for
such meeting; provided, however, that in case of urgency, such period may be
shortened.

Article 30.      (Method of adopting resolutions)

Unless otherwise provided for in laws or regulations, resolutions at a
meeting of the Board of Statutory Auditors shall be adopted by an affirmative
vote of a majority of the statutory auditors then in office.

Article 31.      (Remuneration)

Remuneration to statutory auditors shall be determined by a resolution of
a general meeting of shareholders.

CHAPTER VI

ACCOUNTS

Article 32.      (Fiscal period)

The fiscal period of the Company shall end on the 31st day of March each
year.

Article 33.      (Dividends)

Dividends shall be paid to the shareholders or registered pledgees
appearing in writing or digitally on the register of shareholders as of the
closing thereof on the 31st day of March each year.

Article 34.      (Interim dividends)

The Company may, by a resolution of the Board of Directors, pay interim
dividends to the shareholders or registered pledgees whose names appear in
wiring or digitally on the register of shareholders as of the closing thereof
on the 30th day of September each year.

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Article 35.      (Prescription period for dividends)

The Company shall be exempted from the obligation to pay dividends or
interim dividends after three (3) years have elapsed from the date on which the
payment of the dividends or interim dividends commenced.

Article 36.      (Conversion of convertible bonds or debentures and dividends)

With respect to the first payment of dividends or interim dividends on the
shares issued upon conversion of convertible bonds or debentures, such
dividends shall be paid on the assumption that when request for conversions
have been made during the period from the 1st day of April to the 30th day of
September, such conversions are deemed to have been effected on the 1st day of
April, and when the requests for conversions have been made during the period
from the 1st day of October to the 31st day of March of the following year,
such conversions are deemed to have been effected on the 1st day of October.

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