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Exhibit 1.1 THE ARTICLES OF INCORPORATION
OF
MITSUI & CO., LTD.
(As of June 24, 2004) 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. - 1 -




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j.
    
    Industrial water and drinking water.  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 rights, 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,
printing, 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, land transportation business,
marine transportation business, port transportation business, freight
forwarding business, customs brokerage 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, design of building, supervision and management of
various construction works.K.
    
    Acquisition, disposition, leasing, utilization in any other manner and
development of real estate 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, training of personnel for
development of appropriate job skills and qualifications, personnel
guidance and training business.R.
    
    Maintenance and management of real estate.S.
    
    Business as investor, commodities investment dealer, commodities
investment adviser, trustee for investment trusts, asset manager for
investment corporations.T.
    
    Generation, supply, and sale or purchase of electricity. - 2 -




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U.
    
    Provision of accountancy services.V.
    
    Buying, selling, and derivative transactions for greenhouse effect gas
emissions rights and related intermediary services.W.
    
    Agent and intermediary for credit cards application.X.
    
    Consultancy business relating to the foregoing items.Y.
    
    Other lines of business relating to any of the foregoing items. (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. (ACQUISITION OF COMPANY SHARES BY RESOLUTION OF THE BOARD OF DIRECTORS) Article 6.     The Company is permitted to purchase its own shares following a
resolution by the Board of Directors. (NUMBER OF SHARES PER UNIT AND NONISSUANCE OF STOCK CERTIFICATES FOR SHARES
LESS THAN ONE UNIT) Article 7.     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, unless otherwise provided by the
Share Handling Regulation. (INCREASE IN PURCHASE OF SHARES TO MAKE ONE UNIT) Article 8.     As provided for in the Share Handling Regulation of the
Company, any shareholder (here and hereinafter, including beneficiary owners),
who holds shares that are less than one unit, may request the - 3 -




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Company to sell such number of shares as are necessary to make one unit by
adding the number of shares of such shareholder. (KINDS OF SHARE CERTIFICATES) Article 9.     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 10.     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, the registry of lost shares, 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, procedures for registering lost shares, purchase of shares numbering
less than a unit, increases in purchases of shares to make one unit, and other
matters relating to shares shall be handled by the transfer agent, and not by
the Company. (RECORD DATE AND CLOSING OF SHAREHOLDERS REGISTER) Article 11.     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
rights 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 12.     The registration or electromagnetic recording of transfer of
shares, procedures for registering lost shares, purchase of shares numbering
less than a unit, increases in purchases of shares to make one unit, and other
handling of shares and fees therefor shall be governed by the Share Handling
Regulation established by the Board of Directors. - 4 -




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CHAPTER III
GENERAL MEETING OF SHAREHOLDERS (CONVENING OF MEETING) Article 13.     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 14.     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 15.     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. The resolutions of a General Meeting of Shareholders pursuant to Article
343 of the Commercial Code shall be adopted when shareholders having one-third
or more of all voting rights of the shareholders are present at the meeting and
when the resolutions are approved by a two-thirds of the votes of the
shareholders present. (EXERCISE OF VOTING RIGHTS BY PROXY) Article 16.     A shareholder may exercise his voting right by proxy who
shall be a shareholder of the Company with voting right. (MINUTES) Article 17.     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. - 5 -




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CHAPTER IV
DIRECTORS AND BOARD OF DIRECTORS (ELECTION) Article 18.     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 of the
shareholders shall be required. The election of Directors shall not be made by cumulative voting. (TERM OF OFFICE) Article 19.     The term of office of each Director shall expire at the close
of the Ordinary General Meeting of Shareholders relating to the last closing of
accounts to occur within one year after his or her assumption of the offices. (NOTICE OF MEETING OF BOARD OF DIRECTORS) Article 20.     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 21.     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. (RULES OF BOARD OF DIRECTORS) Article 22.     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) - 6 -




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Article 23.     The Company may, by resolution of the Board of Directors,
limit the liability of a Director to the extent as permitted by laws and
regulations. The Company may conclude a contract with external directors to limit the
liability of such directors to the extent as permitted by laws and regulations. CHAPTER V
CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS (NUMBER) Article 24.     The Company shall have three or more Corporate Auditors. (ELECTION) Article 25.     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
shareholders shall be required. (TERM OF OFFICE) Article 26.     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 four years after their assumption of the
offices. (NOTICE OF MEETING OF BOARD OF CORPORATE AUDITORS) Article 27.     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 28.     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. (EXEMPTION FROM LIABILITY OF CORPORATE AUDITORS) Article 29.     The Company may, by resolution of the Board of Directors,
limit the liability of a Corporate - 7 -




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Auditor to the extent as permitted by laws and regulations. CHAPTER VI
ACCOUNTS (CLOSING OF ACCOUNTS) Article 30.     The accounts of the Company shall be closed on March 31st of
each year. (DIVIDENDS TO SHAREHOLDERS) Article 31.     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 32.     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 33.     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 34.     Any of the dividends paid to shareholders under Article 31
and any of the money distributed under Article 32, remaining unreceived after
the lapse of three full years from the respective dates of commencement of
payment thereof shall revert to the Company. - 8 -




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CHAPTER VII
MISCELLANEOUS (TRANSFER AGENT WITH RESPECT TO FOREIGN CURRENCY DEBENTURES) Article 35.     The Company may have a transfer agent or agents in foreign
countries with respect to foreign currency debentures. SUPPLEMENTARY PROVISION  1.
    
    Notwithstanding the provisions of Article 26, the term of office of each
Corporate Auditor elected to office prior to the conclusion of the
Ordinary General Meeting of Shareholders for the fiscal year ended March
31, 2003, will remain as before and shall expire at the conclusion of the
Ordinary General Meeting of Shareholders relating to the last closing of
accounts to occur within three years after his or her assumption of the
office. This supplementary provision will be removed when all corporate
auditors to whom this provision applies have resigned.2.
    
    Notwithstanding the provisions of Article 19, the term of office of each
Director elected to office prior to the conclusion of the Ordinary General
Meeting of Shareholders for the fiscal year ended March 31, 2004, will
remain as before and shall expire at the conclusion of the Ordinary
General Meeting of Shareholders relating to the last closing of accounts
to occur within two years after his or her assumption of the office. This
supplementary provision will be removed when all directors to whom this
provision applies have resigned. - 9 -