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                                                                     Exhibit 1.1



                          THE ARTICLES OF INCORPORATION
                                       OF
                               MITSUI & CO., LTD.
                              (As of June 27, 2002)
                                   CHAPTER I
                               GENERAL PROVISIONS


(NAME OF THE COMPANY)

     Article 1.     The name of the Company shall be Mitsui Bussan Kabushiki
Kaisha and it shall be styled MITSUI & CO., LTD. in English.


(OBJECT OF THE COMPANY)

     Article 2.     The object of the Company shall be to engage in the
following business:

A.   Foreign trading business, purchasing and selling business, wholesaling
     business, agency business and brokerage business, relating to the following
     commodities:

 a.  Ferrous and non-ferrous metals and their raw materials and manufactured
     goods, and minerals.

 b.  Coal, petroleum, natural gas and other fuels and their by-products.

 c.  All kinds of machines and appliances (including measuring instruments and
     medical apparatus), equipment including manufacturing equipment,
     communications equipment and antipollution equipment, rolling stock and
     vehicles, ships and boats, aerospace equipment and aircraft, and parts for
     the foregoing.

 d.  All kinds of chemical products, salt, fertilizers, high-pressure gas,
     explosives, pharmaceuticals (including medicines, non-medicinal drugs,
     medicine for veterinary use, narcotics, powerful poison and poison),radio
     isotope, toilet preparations and their raw materials.

 e.  Cereals, sugar, oils and fats, feeds and their raw materials; livestocks,
     agricultural, dairy and marine products, processed foods, alcoholic
     beverage and other foodstuffs and drinks.

 f.  All kinds of textile products and their raw materials.

 g.  All kinds of fur products and raw fur.

 h.  Lumber, cement and other building materials.

 i.  Rubber, pulp, paper and their manufactured goods; tobacco, cigars,
     cigarettes and sundry goods.

 j.  Industrial water and drinking water.

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B.   Exploration, development, manufacturing, processing, scrapping and
     recycling business relating to the above-mentioned commodities.

C.   Acquisition, planning, preservation, utilization and disposition of
     copyrights, patent right, other intellectual property rights, know-how,
     system technology, and other software and acting as intermediary in such
     transactions.

D.   Information processing and supply, telecommunications business,
     broadcasting business, advertising business, publishing business,
     translation, and production and sales of audio and visual copyright
     products.

E.   Forestry business, sawing business and lumber processing business.

F.   Movable assets leasing business.

G.   Secondhand goods business.

H.   Freight forwarding and agency business, marine transportation business,
     shipping agency business and warehousing business.

I.   Intermediary business for life insurance, non-life insurance and also for
     insurance under the Automobile Liability Law.

J.   Business as contractor, designer and supervisor for various construction
     works.

K.   Acquisition, disposition, leasing, utilization in any other manner and
     development of real estates and acting as intermediary in such
     transactions.

L.   Surveying and researching business relating to land, sea and sky.

M.   Investment in, purchasing, selling and handling as intermediary of
     negotiable instruments, etc.

N.   Lending moneys, guaranteeing and assuming debts, engaging in the sale and
     purchase of various credits, dealing in foreign exchange transactions, and
     conducting any other financing business.

O.   Operation and management of medical facilities, sports facilities and
     restaurants, and hotel business and travel business.

P.   Planning, administration and implementation of various events.

Q.   Temporary personnel placement service business.

R.   Maintenance and management of buildings.

S.   Business as commodities investment dealer and commodities investment
     adviser.

T.   Generation and supply of electricity.

U.   Provision of accountancy services.

V.   Consultancy business relating to the foregoing items.

W.   Other lines of business relating to any of the foregoing items.

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(PRINCIPAL OFFICE)

     Article 3.     The Principal Office of the Company shall be established
in Chiyoda-ku, Tokyo.


(METHOD OF GIVING PUBLIC NOTICES)

     Article 4.     Public notices shall be given by inserting them in the
Nihon Keizai Shimbun issued in Tokyo.


                                   CHAPTER II
                                     SHARES


(TOTAL NUMBER OF SHARES)

     Article 5.     The total number of shares authorized to be issued by the
Company shall be 2,500,000,000.

(NUMBER OF SHARES PER UNIT AND NONISSUANCE OF STOCK CERTIFICATES FOR ODD-LOT
SHARES)

     Article 6.     One unit of the Company's shares shall be composed of 1,000
shares.

     The Company will not issue share certificates representing the number of
shares which is less than a full share unit (hereinafter referred to as odd-lot
shares), unless otherwise provided by the Share Handling Regulation.


(KINDS OF SHARE CERTIFICATES)

     Article 7.     The denomination of share certificates to be issued by
the Company shall be governed by the Share Handling Regulation established by
the Board of Directors.


(TRANSFER AGENT)

     Article 8.     The Company shall have a transfer agent with respect to
its shares.

     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.

     The shareholders register and the beneficial owners list of the Company
shall be kept at the transfer agent's place of handling business, and
registration or electromagnetic recording of transfer of shares, entry in the
beneficial owners list, purchase of shares numbering less than a unit, and other
matters relating to shares shall be handled by the transfer agent, and not by
the Company.

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(RECORD DATE AND CLOSING OF SHAREHOLDERS REGISTER)

     Article 9.     Any shareholder with voting right appearing or
electromagnetic recording either in the shareholders register or in the
beneficial owners list, or in both of them, at the time of the closing of
accounts shall be deemed to be the shareholder entitled to exercise shareholder
right at the Ordinary General Meeting of Shareholders concerning such closing of
accounts.

     In addition to the preceding paragraph, the Company may, if necessary, set
a record date to determine the shareholders or pledgees entitled to exercise
their rights or suspend the alteration of entries in the shareholders register
for a certain period, by giving advance public notice in accordance with the
resolution of the Board of Directors.


(REGULATIONS RELATIVE TO HANDLING OF SHARES)

     Article 10.    The registration or electromagnetic recording of transfer of
shares, entry in beneficial owners list, purchase of shares numbering less than
a unit, and other handling of shares and fees therefor shall be governed by the
Share Handling Regulation established by the Board of Directors.


                                   CHAPTER III
                         GENERAL MEETING OF SHAREHOLDERS


(CONVENING OF MEETING)

     Article 11.    An Ordinary General Meeting of Shareholders shall be
convened in the month of June, every year.

     An Extraordinary General Meeting of Shareholders may be convened from time
to time whenever necessity arises.


(CHAIRMAN)

     Article 12.    The President of the Company shall act as Chairman of
General Meeting of Shareholders.

     In case the President is prevented from so acting, one of the Directors
present shall act in his place in the order previously fixed by resolution of
the Board of Directors.


(REQUIREMENT FOR A RESOLUTION)

     Article 13.    Except as otherwise provided in the Laws and Regulations
or in these Articles of Incorporation, the resolutions of a General Meeting of
Shareholders shall be adopted by a majority of the votes of the shareholders
present.

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(EXERCISE OF VOTING RIGHTS BY PROXY)

     Article 14.    A shareholder may exercise his voting rights by proxy who
shall be a shareholder of the Company with voting right.


(MINUTES)

     Article 15.    The general procedure and the resultant actions taken at
a General Meeting of Shareholders shall be recorded in minutes, to which the
Chairman and the Directors present shall affix their names and seals and such
minutes shall be kept at the Company.


                                   CHAPTERY IV
                        DIRECTORS AND BOARD OF DIRECTORS


(ELECTION)

     Article 16.    Directors shall be elected at a General Meeting of
Shareholders and for the purpose of resolution for such election, the presence
of shareholders having one third or more of all voting rights shall be required.

     The election of Directors shall not be made by cumulative voting.


(TERM OF OFFICE)

     Article 17.    The term of offices of the Directors shall expire at the
close of the Ordinary General Meeting of Shareholders relating to the last
closing of accounts to occur within two years after their assumption of the
offices.


(NOTICE OF MEETING OF BOARD OF DIRECTORS)

     Article 18.    In convening a meeting of the Board of Directors, notice
to that effect shall be sent to each Director and each Corporate Auditor three
days prior to the date set for the meeting, provided however that this period
may be shortened in case of emergency.


(REPRESENTATIVE DIRECTORS AND DIRECTORS WITH SPECIFIC TITLES)

     Article 19.    Representative Directors, one of whom shall be the
President, shall be selected by resolution of the Board of Directors.

     One Chairman of the Board of Directors and one Vice Chairman of the Board
of Directors may be selected by resolution of the Board of Directors. However,
in case of necessity, one additional Vice Chairman of the Board of Directors may
be selected.

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(RULES OF BOARD OF DIRECTORS)

     Article 20.    Except as otherwise provided in the Laws or Regulations
or in these Articles of Incorporation, the matters pertaining to the Board of
Directors shall be governed by the Rules of the Board of Directors to be
established by the Board of Directors.


(EXEMPTION FROM LIABILITY OF DIRECTORS)

     Article 21.    The Company may, by resolution of the Board of Directors,
limit the liability of a Director to the extent as permitted by laws and
ordinances.


                                   CHAPTER V
               CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS

(NUMBER)

     Article 22.    The Company shall have three or more Corporate Auditors.


(ELECTION)

     Article 23.    Corporate Auditors shall be elected at a General Meeting
of Shareholders and for the purpose of resolution for such election, the
presence of shareholders having one third or more of all voting rights of the
Company shall be required.


(TERM OF OFFICE)

     Article 24.    The term of offices of the Corporate Auditors shall expire
at the close of the Ordinary General Meeting of Shareholders relating to the
last closing of accounts to occur within three years after their assumption of
the offices.


(NOTICE OF MEETING OF BOARD OF CORPORATE AUDITORS)

     Article 25.    In convening a meeting of the Board of Corporate Auditors,
notice to that effect shall be sent to each Corporate Auditor three days prior
to the date set for the meeting, provided however that this period may be
shortened in case of emergency.


(RULES OF BOARD OF CORPORATE AUDITORS)

     Article 26.    Except as otherwise provided in the Laws or Regulations or
in these Articles of Incorporation, the matters pertaining to the Board of
Corporate Auditors shall be governed by the Rules of the Board of Corporate
Auditors to be established by the Board of Corporate Auditors.

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(EXEMPTION FROM LIABILITY OF CORPORATE AUDITORS)

     Article 27.    The Company may, by resolution of the Board of Directors,
limit the liability of a Corporate Auditor to the extent as permitted by laws
and ordinances.


                                   CHAPTER VI
                                    ACCOUNTS


(CLOSING OF ACCOUNTS)

     Article 28.    The accounts of the Company shall be closed on March 31st of
each year.


(DIVIDENDS TO SHAREHOLDERS)

     Article 29.    Dividends to shareholders shall be paid to the shareholders
or registered pledgees appearing or electromagnetic recording either in the
shareholders register, or in the beneficial owners list, or in both of them at
the time of the closing of accounts.


(INTERIM DIVIDENDS)

     Article 30.    The Company may make distribution of money under the
provisions of Article 293-5 of the Commercial Code to the shareholders or
registered pledgees appearing or electromagnetic recording either in the
shareholders register or in the beneficial owners list, or in both of them, as
of September 30th of each year.


(BECOMING EFFECTIVE OF CONVERSION)

     Article 31.    With respect to the dividends for the business term in
which the request for the conversion from the convertible debentures was made,
such conversion shall be deemed to have been made at the beginning of that
business term.

     For the purpose of application of the provision of the preceding paragraph,
the distribution of money mentioned in the preceding Article shall be deemed as
a dividend and October 1st shall be deemed as the beginning of the business
term.


(PERIOD OF EXCLUSION REGARDING DIVIDENDS, ETC.)

     Article 32.    Any of the dividends paid to shareholders under Article 29
and any of the money distributed under Article 30, remaining unreceived after
the lapse of three full years from the respective dates of commencement of
payment thereof shall revert to the Company.

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                                   CHAPTER VII
                                  MISCELLANEOUS


(TRANSFER AGENT WITH RESPECT TO FOREIGN CURRENCY DEBENTURES)

     Article 33.    The Company may have a transfer agent or agents in foreign
countries with respect to foreign currency debentures.

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                       CERTIFICATE OF ENGLISH TRANSLATION

     Pursuant to Rule 306 of Regulation S-T, the undersigned hereby certifies
that the attached Articles of Incorporation is a fair and accurate English
translation.




                                        Mitsui & Co., Ltd.


                                        /s/ Taro Murayama


                                        --------------------------------------
                                        Name:  Taro Murayama
                                        Title: General Manager, Legal Division
                                        Date:  September 26, 2002