February 7, 2005
Canon Inc.

Notice of Secondary Offering of Shares

Canon Inc. (the "Company") has resolved as follows at a meeting of the Board of Directors held on February 7, 2005 in connection with the secondary offering of its shares.

Particulars:

( 1) Number of shares

to be offered

5,000,000 shares of common stock of the Company
( 2) Selling Shareholder Mizuho Corporate Bank, Ltd.
( 3) Offer Price To be determined on any date from Monday, February 21, 2005 through Thursday, February 24, 2005 (the "Offer Price Determination Date")
( 4) Method of secondary

offering

All the shares to be offered shall be purchased by Mizuho Securities Co., Ltd. (the "Underwriter").

The consideration of the Underwriter for such offering shall be the aggregate amount of the Offer Price minus the aggregate subscription amount to be paid by the Underwriter to the Selling Shareholder.

( 5) Subscription period Expected to be the period from the business day following the Offer Price Determination Date through the third business day following the Offer Price Determination Date.
( 6) Delivery date Expected to be the seventh business day following the Offer Price Determination Date.
( 7) Subscription money The same as the Offer Price per Share.
( 8) Unit of offering 100 Shares
( 9) With respect to the foregoing, the Company submitted a Securities Notice on February 7, 2005 under the Securities and Exchange Law of Japan.
(10) The determination of the offering price and all other matters necessary in connection with this offering has been left to the discretion of the President and CEO of the Company.

[ Note ]

Purpose of the offering:

The purpose of the above offering is to diversify the Company's shareholder distribution and to improve the liquidity of its shares.