Unassociated Document
As filed with the U.S. Securities and Exchange Commission on June 23, 2006
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
CANON INC.
(Canon Kabushiki Kaisha)
(Exact name of issuer of deposited securities as specified in its charter)

N/A
(Translation of issuer's name into English)

Japan
(Jurisdiction of incorporation or organization of issuer)

JPMorgan Chase Bank, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, New York, NY 10004
Telephone (212) 552-4944
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Canon U.S.A, Inc.
One Canon Plaza
Lake Success, New York 11042
(516)-328-5000
 (Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
It is proposed that this filing become effective under Rule 466
x immediately upon filing
o on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box.
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum aggregate price per unit (1)
Proposed maximum
aggregate offering price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one share of common stock of Canon Inc. (Canon Kabushiki Kaisha)
300,000,000
American Depositary Shares
$0.05
$15,000,000
$1,605
(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
 








PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as Exhibit (a)(2) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
 
Item Number and Caption
  
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
     
(1) Name and address of Depositary
  
Introductory paragraph
(2) Title of American Depositary Receipts and identity of deposited securities
  
Face of American Depositary Receipt, top center
Terms of Deposit:
    
(i)  Amount of deposited securities represented by one unit of American Depositary Shares
  
Face of American Depositary Receipt, upper right corner
(ii)  Procedure for voting, if any, the deposited securities
  
Paragraph (12)
(iii) Collection and distribution of dividends
  
Paragraphs (4), (5), (7) and (10)
(iv) Transmission of notices, reports and proxy soliciting material
  
Paragraphs (3), (8) and (12)
(v)  Sale or exercise of rights
  
Paragraphs (4), (5) and (10)
(vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs (4), (5), (10) and (13)
(vii) Amendment, extension or termination of the Deposit Agreement
  
Paragraphs (16) and (17)
(viii) Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
  
Paragraph (3)
(ix) Restrictions upon the right to deposit or withdraw the underlying securities
  
Paragraphs (1), (2), (4) and (5)
(x)  Limitation upon the liability of the Depositary
  
Paragraph (14)
(3) Fees and Charges
  
Paragraph (7)

2
Item 2. AVAILABLE INFORMATION

 
Item Number and Caption 
  
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus 
     
(b) Statement that Canon Inc. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
  
Paragraph (8)
     
     


3




PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
 
(a)(1)
 
Form of Deposit Agreement. Form of Deposit Agreement among Canon Inc., JPMorgan Chase Bank, N.A., (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement").Previously filed as an Exhibit to Registration Statement No. 333-8316 which is incorporated herein by reference.
 
 
(a)(2)
 
 Form of Amendment to Deposit Agreement. Form of Amendment No. 1 to Deposit Agreement. Filed herewith as Exhibit (a)(2).
 
 
(b)
  
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.
 
 
(c)
  
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.
 
 
(d)
  
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).
 
 
(e)
  
Certification under Rule 466. Filed herewith as Exhibit (e).
 
 
(f)
  
Power of Attorney. Included as part of the signature pages hereto.
 
Item 4. UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 


SIGNATURE
 

 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on June 21, 2006.
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
 
 
By: JPMORGAN CHASE BANK, N.A., as Depositary
   
   
   
 
By: /s/Joseph M. Leinhauser
 
Name: Joseph M. Leinhauser
 
Title: Vice President


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Canon Inc. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on June 7, 2006.
 

 
CANON INC.
   
   
 
By:     /s/Fujio Mitarai                                    
 
Name:  Fujio Mitarai
 
Title:  Chairman & Chief Executive Officer
 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hiroshi Kawashimo, General Manager of the Finance Division, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Under the requirements of the Securities Act, this Registration Statement has been signed by the following persons on June 14, 2006, in the capacities indicated.
 
 

     
Signature
 
 
Title
 
 
/s/Fujio Mitarai .
  
 
 
Chairman & Chief Executive Officer
Fujio Mitarai
    
 
 
/s/Tsuneji Uchida
 
 
 
President & Chief Operating Officer
Tsuneji Uchida
   
 
 
/s/Toshizo Tanaka .
  
 
 
Senior Managing Director (Group Executive Finance & Accounting Headquarters)
Toshizo Tanaka    
 
 
 
 .
 
  
 
 
 
Senior Managing Director
Nobuyoshi Tanaka
   
 
 
/s/Junji Ichikawa .
  
 
 
Senior Managing Director
Junji Ichikawa
   
 
 
 
 
 
 
Senior Managing Director
Hajime Tsuruoka
   
 
 
/s/Akiyoshi Moroe . 
  
 
 
Managing Director
Akiyoshi Moroe 
    
 
 
/s/ Kunio Watanabe .
  
 
 
Managing Director
Kunio Watanabe
    
 
 
 .
  
 
 
Managing Director
Hironori Yamamoto
    
 
 
 .
  
 
 
Managing Director
Yoroku Adachi
    
 
 
/s/Yasuo Mitsuhashi .
  
 
 
Managing Director
Yasuo Mitsuhashi
    
 
 
/s/Katsuichi Shimizu .
  
 
 
Director
 Katsuichi Shimizu    
 
 
 .
  
 
 
Director
Ryoichi Bamba
    
 
 
/s/Tomonori Iwashita .
  
 
 
Director
Tomonori Iwashita
    
 
 
 
 .
  
 
 
Director
Toshio Homma
    
 
 
 .
  
 
 
Director
Shigeru Imaiida
    
 
 
/s/Masahiro Osawa .
  
 
 
Director
Masahiro Osawa
    
 
 
/s/Keijiro Yamazaki .
  
 
 
Director
Keijiro Yamazaki
    
 
 
 .
  
 
 
Director
Shunichi Uzawa
 
 
 .
  
 
 
 
Director
Toshiyuki Komatsu
    
 
 
 
/s/Masaki Nakaoka .
  
 
 
 
Director
Masaki Nakaoka
    
 
 
 .
  
 
 
Director
Shigeyuki Matsumoto
   
 
 
 
  
 
 
Director
Haruhisa Honda
    
 
 
/s/Tetsuro Tahara .
  
 
 
Director
Tetsuro Tahara
   
 
 
/s/Seijiro Sekine .
  
 
 
Director
Seijiro Sekine
    
 
 
 
 .
  
 
 
Director
Shunji Onda
    
 
 
/s/Teruomi Takahashi .
  
 
 
Corporate Auditor
Teruomi Takahashi
    
 
 
/s/Kunihiro Nagata .
  
 
 
Corporate Auditor
Kunihiro Nagata
    
 
 
.
  
 
 
Corporate Auditor
Tadashi Ohe
    
 
 
 .
  
 
 
Corporate Auditor
Yoshinobu Shimizu
    
 
 
 .
  
 
 
Corporate Auditor
Minoru Shishikura
    




SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this Registration Statement in New York on June 20, 2006.
         
 
Authorized U.S. Representative
   
   
 
By: /s/Masahiro Haga .                                                   
 
Name: Masahiro Haga
 
Title: Vice President & Treasurer,  Canon U.S.A., Inc.




INDEX TO EXHIBITS

Exhibit
 Number
    
(a)(2)
Form of Amendment to Deposit Agreement.
  
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
  
(e)
Rule 466 Certification