FORM 6-K

Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of Jan, 2005

CANON INC.

     [Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F þ                    Form 40-F o

     [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o                    No þ

     [If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-___________

Table of Contents

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

*Print the name and title of the signing officer under his signature.

The following material is included.

Results For The Fourth Quarter And The Fiscal Year Ended December 31, 2004

		January 28, 2005

RESULTS FOR THE FOURTH QUARTER
AND THE FISCAL YEAR ENDED DECEMBER 31, 2004

CONSOLIDATED RESULTS

(Millions of yen, thousands of U.S. dollars, except per share amounts)

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Management Policy

Under the corporate philosophy of kyosei—living and working together for the common good—Canon’s basic management policy is to contribute to the prosperity and well-being of the world while endeavoring to become a truly excellent global corporate group targeting continued growth and development.

Management objectives

     Aiming to increase corporate value, Canon Inc. launched Phase II of its Excellent Global Corporation Plan in 2001. This five-year management initiative, which will conclude in 2005, targets the fulfillment of the following four conditions with the aim of completing Canon’s transition to a truly excellent global corporation:

Mid- to long-term management strategies

     In order to achieve the objectives above, we have implemented the following mid- to long-term management strategies:

     Among our core businesses, we continue to maintain the No. 1 worldwide market share in the areas of copying machines and laser beam printers, through introducing competitive products in the marketplace. Going forward we will continue efforts not only to maintain our current No. 1 position, but also further expand our current market shares. To do this, we will promote the shift to office color by introducing advanced-feature color models at lower price points, and will focus on cultivating the significant latent demand of emerging markets. In addition, we will strive to create new business opportunities while leading the way in developing the “print-on-demand” market with high-speed copiers, and expanding service businesses that offer document solutions.

     With regard to digital cameras, through the consecutive launches of competitive products that exploit our expertise in optical and image-processing technologies, we aim to capture the top market-share position. And as the digital camera market matures, we seek to further expand sales of high-value-added digital SLR cameras, which are differentiated from the competition by such innovations as our independently developed CMOS sensor. We also aim to expand our profits and market share in the compact digital camera segment. Here, we are focusing on further improving product features and strengthening cost competitiveness through such means as reducing the number of parts required and in-house production.

     In the field of inkjet printers, we aim to strengthen our lineup of photo printers by further improving image quality and print speeds. We will also strengthen our lineup of multifunction devices amid the continued growth in demand for these products. In addition to digital cameras and printers, we will also work to expand the home photo-printing market by further enhancing photo-print software and print media products.

     Canon is uniquely positioned as one of the few companies to possess world-leading technology for both cameras and photo-quality color printers. Fully utilizing this advantage and Canon’s high brand recognition, we will continue to focus on becoming No.1 in the home photo-printing market.

     In the area of semiconductor production equipment, we will strive to achieve the No. 1 position in the industry by launching industry-leading new products ahead of our competitors. Furthermore, in the aligner market for large LCD panels, where we maintain the No. 1 market share, we will further solidify our leadership position and also investigate the possibility of entering the aligner market for small and medium-size LCD panels

     To become No. 1 in all core businesses and create new areas of business, we will further concentrate our efforts on boosting the company’s R&D strength. This endeavor will focus on thoroughly bolstering product-“engine,” platform, and common base technologies. Also, by strengthening our concurrent product development structure, which functions in unison with our production operations, we will work to improve product quality while also achieving cost reductions.

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     In order to accelerate product development and curtail costs, we aim to realize “prototype-less design” through the effective utilization of 3D-CAD systems, eliminating, to the extent possible, physical prototypes from the design process. Moreover, we will work to bolster our infrastructure through the establishment of new facilities, such as our leading-edge technology and production technology centers, which will play an important role toward future development.

     We believe that the establishment of a healthy financial constitution is essential for the realization of continued corporate growth. While Canon has been actively strengthening its financial position, we will continue to promote cash-flow management to achieve financial strength befitting a truly excellent global company.

     In addition to the management strategies outlined above, we will continue working to establish the “Three Regional Headquarters System” by strengthening the headquarters functions of Canon’s regional marketing headquarters in Europe and the Americas. We have also been actively reorganizing Canon Group manufacturing and sales companies in Japan to achieve an optimal organization structure and bolster the competitive strength of each company, and will review the overall structure to allow us to respond quickly to changing circumstances. Overseas, mainly through our sales companies, we have strengthened sales networks to support our solutions business, and adopted a new streamlined sales organization in the EU that better responds to market integration in the region. We are also keeping a close eye on the expanding Chinese market and plan to strengthen our sales structure there as well.

     Other measures being undertaken to improve profitability for the Canon Group include: expanding and deepening production reform activities and spreading this to all production facilities; developing and introducing innovative tools for factory automation; strengthening supply-chain management in order to shorten production lead times and reduce inventories; and promoting the in-house production of key components. Also, in the area of procurement reform measures, we are actively working on the establishment of a highly effective parts-procurement system, based on the consolidation of the suppliers we use, as a means of improving Group profits.

     Through these activities we will target growth for the Canon Group and seek to heighten Canon’s corporate value as represented by such financial indicators as ROA (Return on Assets) and ROE (Return on Equity).

Business challenges and countermeasures

     One of the challenges that Canon faces is the establishment of stable business management that offers resilience against the influence of exchange rate fluctuations. With an overseas sales ratio of more than 70%, we are heavily exposed to this risk. For the short term, we will work to mitigate the impact of changes in exchange rates by increasing product development speed, which will facilitate the introduction of new products priced to reflect the latest foreign exchange levels, and further reducing costs through such reform activities as integrating development and production activities.

     For the long term, we will establish product development operations in the United States and Europe, enabling each region—Japan, the Americas and Europe—to develop, produce and export its own products worldwide. Through the realization of international diversification across our production and marketing operations, we believe that the impact of exchange rate fluctuations can be minimized.

     We also view environmental concerns as a management issue of extreme importance. From the product development stage through to production, sales, use, recovery and recycling, we focus our efforts on creating environmentally conscious products designed with energy savings, resource conservation, and the elimination of harmful substances in mind. In addition to the development of recycling systems and the expansion of green procurement, we actively disclose environmental information and support local environmental activities.

     Cultivating future growth business areas represents another important business challenge. Through the establishment in October 2004 of a joint venture with Toshiba Corporation for the development and production of SED panels, a first step toward full-scale operations, we are preparing for our entry into the display business, a sector in which growth is expected in the future.

Corporate governance policies and implementation of related measures

     Canon, recognizing the extreme importance of bolstering management supervision functions aimed at increasing management transparency and achieving management objectives, has been implementing various measures to improve its corporate governance. In this manner, we are striving to continuously elevate the company’s corporate value.

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     In addition to our board of directors and board of corporate auditors, Canon Inc. has also created an original system of internal audit for the further development of its corporate governance.

     There are currently 27 directors on the company’s board. In order to realize a more streamlined and efficient management decision-making process, Canon has not adopted the outside director system. Under the current system, as a general rule, all matters of importance are decided at board and management meetings attended by all directors. Moreover, various cross-company management strategy advisory committees have been established to address important management themes. Each committee serves to accelerate and rationalize the decision-making process while supplementing the business-division system and performing a checking function.

     Canon’s Board of Corporate Auditors consists of four members, two of whom are outside corporate auditors. In accordance with the Board of Corporate Auditors’ auditing policies and their assigned duties, the auditors attend board, management, and various committee meetings, listen to business reports from the directors and others, carefully examine documents related to important decisions, and conduct strict audits of the company’s business and assets.

     With regard to external audits, we established regulations related to the prior approval of policies and procedures for both auditing and non-auditing services to reinforce the independence of our accounting firms. Based on the regulations, the board of corporate auditors must approve in advance the content and related amounts of contracts between the accounting firms and the company before they are entered into.

     Furthermore, the Corporate Audit Center, which serves as an internal auditing division, conducts audits covering such areas as compliance and internal control systems, and provides assessments and proposals. The various relevant administrative divisions also work very closely with the Corporate Audit Center to inspect such areas as quality, environmental issues, information security and physical security.

     The company has also established a code of conduct, which calls on all Canon Group employees to strictly observe and comply with all laws as well as company rules and regulations. This Canon Code of Conduct Handbook, which is available in nine different languages, has been distributed to all employees to further raise awareness of compliance throughout the entire Canon Group.

     Canon has made a practice of keeping shareholders and other investors abreast of management conditions through corporate policy briefings, quarterly announcements of operating results, and the company’s Web site, and will continue to actively promote accurate and timely disclosure of information.

     Through these measures, Canon will continue to strengthen its corporate governance system, based on management’s strong sense of mission and ethics.

     In January 2004 we established standing committees, namely the Corporate Ethics and Compliance Committee and Internal Control Committee, with the president appointed as chairman of both groups. Accordingly, the purpose of the Corporate Ethics and Compliance Committee is to examine, from various viewpoints, Canon’s social responsibilities and to convey the findings to the company with the intention of raising compliance and ethical awareness. Moreover, in January 2005 the related administrative department, which had been part of the General Affairs Headquarters, was made an independent unit—the Corporate Ethics and Compliance Administration Office—under the direct control of the company’s president. A company director was appointed to head the office, which aims to improve the transparency and soundness of corporate activities while fostering a corporate culture characterized by an increased awareness of corporate ethics and compliance.

     The Internal Control Committee not only serves to ensure the reliability of the company’s financial reporting in accordance with the Sarbanes-Oxley Act, but also aims to ensure the effectiveness and efficiency of our business operations, as well as compliance with related laws, regulations and internal controls. The committee performs reviews on control systems for the entire Canon Group and has documented control activities related to the company’s operations. Going forward, the committee will evaluate and bolster documented internal-control processes and, at the same time, intensify efforts targeting more efficient operation processes.

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Basic policy regarding profit distribution

     With regard to profit distribution, Canon gives the highest priority to cash dividend distribution. In accordance with this policy, and based on our strong performance in fiscal year 2004, Canon decided to propose at the upcoming Ordinary General Meeting of Shareholders an increase in its full-year dividend per share from 50 yen in 2003, to 65 yen for the fiscal year ended on December 31, 2004.

     As for future dividends, we intend to maintain a stable dividend payment policy which, whenever possible, reflects our performance on a consolidated basis and also comprehensively takes into account such factors as our financial situation and capital requirements to fund future business expansion and improve profitability.

     As for internal cash reserves, such funds will be used to support investment in such areas as current business expansion, new business cultivation and strengthening our operating base.

Basic policy regarding share trading unit

     Canon maintains a basic policy of regularly reviewing its share trading unit from the standpoint of enhancing liquidity and stimulating broader investor participation.

     In view of this policy, the company changed the number of shares that constitute one trading unit from 1,000 to 100, effective May 6, 2004.

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Operating Results and Financial Conditions

2004 in Review

Looking back at the global economy in 2004, although the U.S. economy experienced a temporary slowdown in the second half of the year due to the diminishing effectiveness of tax cuts, the high price of crude oil, and rising interest rates, economic growth was realized as consumer spending increased modestly, and an upturn in corporate earnings fueled continued growth in private-sector capital spending. Economic growth in Europe remained moderate through 2004, held back somewhat in the second half by a sluggish world economy combined with high oil prices and the negative impact of the appreciation in value of the euro. In Asia, China’s economy continued to achieve steady growth, driven by strong consumer spending and increased capital investment, while other Asian economies were also in recovery mode. In Japan, while the economy slowed down somewhat in the second half due to the global downward economic trend, the economy continued to recover gradually, supported by stable consumer spending and an increase in capital investment.

As for the markets in which the Canon Group operates, although sales of digital cameras slowed in Japan due to a rising household penetration rate, demand overseas, especially in Europe, continued to grow significantly during the term. Demand for network digital multifunction devices (MFDs) remained strong, especially in the office market, fueled by the shift toward multifunctionality and color. Although the market for computer peripherals, including printers, grew overall, mainly among color models, the segment experienced severe price competition and a shift in demand for lower priced models offering improved functionality. In the field of optical equipment, capital spending for semiconductor-production equipment recovered strongly owing to such factors as the sustained high demand for memory devices resulting from replacement demand for personal computers, and a growing digital consumer electronics market, along with the high rate of capacity utilization by semiconductor manufacturers. Moreover, increased demand for liquid crystal display (LCD) televisions fueled growth in the market for projection aligners, which are used in the production of LCDs.

The average value of the yen for the year was ¥108.12 to the U.S. dollar and ¥134.57 to the euro, representing a year-on-year increase of 7% against the U.S. dollar, and a decrease of 3% against the euro.

Amid these conditions, Canon’s consolidated net sales in 2004 increased by 8.4% from the year-ago period to ¥3,467.9 billion (U.S.$33,345 million), boosted by a significant rise in sales of digital cameras and color network MFDs, along with a substantial increase in sales of semiconductor-production equipment. Net income in 2004 increased by 24.5% from the year-ago period to ¥343.3 billion (U.S.$3,301 million), marking all-time highs for both net sales and net income, and the fifth consecutive year of sales and profit growth. Despite ongoing production-reform efforts during the term and the timely launch of competitive new products, the gross profit ratio decreased 0.9% from the year ago period to 49.4%, mainly due to severe price competition and the appreciation of the yen against the U.S. dollar. Although R&D expenditures grew by ¥16.2 billion (U.S.$155 million) to ¥275.3 billion (U.S.$2,647 million) along with increased advertising and sales-promotion spending, selling, general and administrative expenses for the year increased by just 1.3% year on year, mainly due to other selling, general and administrative expenses remaining at a lower level than the year-ago period, coupled with a ¥17.1 billion (U.S.$165 million) gain realized from the return to the Japanese Government of the substitutional portion of the Employees’ Pension Funds (EPF) that the company and certain of its subsidiaries in Japan had operated. Consequently, operating profit in 2004 totaled ¥543.8 billion (U.S.$5,229 million), a substantial year-on-year increase of 19.7%. Other income (deductions) improved by ¥14.6 billion (U.S.$140 million), attributable to gains from sales of stock of subsidiary companies which totaled ¥9.1 billion (U.S.$87.5 million), along with a decrease in currency exchange losses and improved equity gains (losses) of affiliated companies. As a result, income before income taxes and minority interests in 2004 totaled ¥552.1 billion (U.S.$5,309 million), a year-on-year increase of 23.2%. With an effective tax rate during the year of 35.1%, which was 1.2% lower than the year before, net income in 2004 totaled ¥343.3 billion (U.S.$3,301 million), surpassing the ¥300 billion mark for the first time.

Basic earnings per share for the year were ¥387.80 (U.S.$3.73), a year-on-year increase of ¥73.99 (U.S.$0.71).

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Results by Product Segment

In the business machine segment, demand for network digital MFDs, which are grouped in the “office imaging products” sub-segment, indicates a shift from monochrome to color models, as well as a trend toward higher-end features. Additionally, the Color imageRUNNER C3200/iR C3200N, Canon’s first color offering in the powerful imageRUNNER-series lineup, continued to sell well in both the domestic Japanese and overseas markets. The iR C3100 and the high-end model iR C6800, introduced in Japan in the second half of 2003, were also launched in Europe and the United States in the first half of 2004 and have also been well received in these markets. The iR C3220/iR C3220N, which succeeds the iR C3200, and the iR C2620/iR C2620N were launched last September and have also been well received. Among monochrome network digital MFDs, such low-end models as the iR1600/2000 series recorded considerable sales increases, while mid-level models, such as the iR2200 series, and high-end models, such as the iR5000 series, also achieved strong sales. Overall, sales of office imaging products in 2004 realized a year-on-year increase of 3.6%. In the “computer peripherals” sub-segment, laser beam printers enjoyed a year-on-year increase in unit sales of nearly 20%, with color models registering a significant increase in sales along with monochrome systems, particularly personal-use models, also displaying growth. Despite the effects of the yen’s appreciation against the U.S. dollar and a shift in demand toward lower priced models in the monochrome and color segment, laser beam printer sales substantially increased due to an increase in sales of color models. Inkjet printers recorded an approximately 20% increase in unit sales with the PIXMA iP3100 and iP4100 models selling briskly, especially in Japan and Europe, along with the PIXMA MP700 and MultiPASS MP370 high-speed multifunction systems, sales value increased, despite the effects of price competition. Consequently, even with the appreciation of the yen against the U.S. dollar, sales of computer peripherals overall for the year recorded an increase of 5.6%. Sales of “business information products”, including computers, micrographics and calculators, decreased by 5.2% due to the intentional curtailing of personal computer sales in the domestic market. Collectively, sales of business machines for the year totaled ¥2,388.0 billion (U.S.$22,961 million), a year-on-year increase of 4.1%. Despite the effects of the stronger yen, the gross profit ratio remained at the year-ago level, supported by cost reduction efforts, and the sales-to-expense ratio declined, resulting in operating profit of ¥521.1 billion (U.S.$5,010 million) for the business machine segment, a year-on-year increase of 7.3%. In the first quarter of 2004, Canon reclassified information systems-related sales by subsidiaries to better reflect the product relationship. These sales, which had previously been grouped with “optical and other products,” are now included in the “office imaging products” sub-segment. Accordingly, previous-year sales for each category have been reclassified in line with the change.

Within the camera segment, amid the continued strong demand for digital models worldwide, sales of compact digital cameras showed significant growth, boosted by the launch of sixteen new PowerShot-series models for the year, in particular the PowerShot Pro1 and the PowerShot SD300 Digital ELPH which have recorded strong sales. Canon’s digital SLR cameras also continued to enjoy robust growth, bolstered by strong sales of the EOS Digital Rebel, launched in September 2003, and the successor to the EOS 10D, the EOS 20D, which was introduced in September of last year. As a result, unit sales of digital cameras grew by nearly 60% compared with the year-ago period. In the field of digital video camcorders, new models such as the Optura 500/400, Elura 70/65/60 and Optura 40/30 achieved favorable sales during the year. Consequently, camera sales overall grew 16.8%, achieving total sales of ¥763.1 billion (U.S.$7,337 million). While the operating profit ratio decreased by 2.2%, as the gross profit ratio declined slightly due to the effects of the stronger yen and price competition, along with increased advertising and sales-promotion spending, the operating profit for the camera segment increased 3.5% to ¥ 130.8 billion (U.S.$1,258 million), due to increase in unit sales of digital cameras.

In the optical and other products segment, sales of aligners for the production of LCDs realized notable growth as the PC monitor industry continued to shift from CRT to LCD computer displays, and the LCD television market continued to expand. Sales of steppers, used for the production of semiconductors, also increased as investment in semiconductor-production equipment showed a recovery owing to the improved conditions in the semiconductor-device market. As a result, sales for the segment increased by 26.9% to ¥316.8 billion (U.S.$3,046 million). The operating profit ratio for the segment improved substantially due to the significant growth in unit sales, enabling the optical and other products segment to record an operating profit of ¥28.8 billion (U.S.$277 million), compared with an operating loss of ¥9.9 billion for the same period of the previous year.

Cash Flow

In the twelve months ended December 31, 2004, Canon maintained cash flow from operating activities of ¥ 561.5 billion (U.S.$5,399 million), a year-on-year increase of ¥95.9 billion (U.S.$922 million), reflecting the substantial growth in sales and increased cash proceeds from sales, combined with a substantial increase in net

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income. Capital expenditure totaled ¥318.7 billion (U.S.$3,065 million), which was used mainly to expand production capabilities in both domestic and overseas regions, as well as to bolster the company’s R&D-related infrastructure. Cash flow from investing activities totaled ¥252.9 billion (U.S.$2,432 million). As a result, free cash flow, or cash flow from operating activities minus cash flow from investing activities, totaled positive ¥308.6 billion (U.S.$2,967 million), passing the ¥300 billion mark for the first time.

Cash flow from financing activities recorded an outlay of ¥102.3 billion (U.S.$983 million), mainly resulting from active efforts to repay loans toward the goal of improving the company’s financial position and an increase in the dividend payout. Consequently, cash and cash equivalents, which totaled ¥887.8 billion (U.S.$8,536 million), representing a ¥197.5 billion (U.S.$1,899 million) increase from the end of the previous year, remained at a high level.

Non-consolidated Results and Dividend

Canon Inc.’s non-consolidated net sales in 2004 grew by 12.6% to ¥2,278.4 billion (U.S.$21,907 million) while ordinary profit increased by 23.6% to ¥396.3 billion (U.S.$3,810 million). Non-consolidated net income also increased by 9.0 % to ¥249.3 billion (U.S.$2,397 million), owing to a gain realized through exemption from the obligation to pay benefits for future employee services related to the substitutional portion of the Employees’ Pension Fund.

In response to continued shareholder support, the Board of Directors intend to propose a ¥15 (U.S.$0.14) increase in the company’s year-end dividend to ¥40 (U.S.$0.39) which, when combined with the interim dividend of ¥25 (U.S.$0.24), would bring the company’s annual dividend rate to ¥65 (U.S.$0.63) per share.

Outlook

Regarding the outlook for the global economy, although global economic prospects remain uncertain due to rising oil prices, which could adversely affect consumer spending, and exchange rate trends, the global economy is likely to continue its course toward recovery.

In the businesses in which Canon is involved, the digital camera market is expected to continue enjoying rapid growth, particularly in overseas markets. As for network digital MFDs and laser beam printers, while stable demand is projected for full-color models, severe price competition and shifting demand toward lower priced models is expected to adversely affect sales. Within the semiconductor-production equipment market, the pace of new orders will probably slow down somewhat, as semiconductor manufacturers grow more cautious in their capital investment spending. In the market for projection aligners used in the production of LCDs, demand is also expected to decline gradually as the trend toward increased capital investment tapers off.

In fiscal 2005 Canon anticipates consolidated net sales of ¥3,630.0 billion (U.S.$34,904 million), consolidated income before income taxes of ¥580.0 billion (U.S.$5,577 million), and consolidated net income of ¥359.0 billion (U.S.$3,452 million). The company also forecasts non-consolidated net sales of ¥2,440.0 billion (U.S.$23,462 million), non-consolidated ordinary profit of ¥417.0 billion (U.S.$4,010 million), and non-consolidated net income of ¥263.0 billion (U.S.$2,529 million), aiming for the sixth consecutive year of sales and profit growth in both consolidated and non-consolidated results. These forecasts assume currency exchange rates of ¥103 to the U.S. dollar and ¥135 to the euro. Although uncertainty surrounds several factors that could affect currency exchange rates, the yen is expected to be stronger against the U.S. dollar by approximately 5%, and the same against the euro compared with 2004.

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CANON INC. AND SUBSIDIARIES

CONSOLIDATED

GROUP POSITION

1. NUMBER OF GROUP COMPANIES

2. GROUP STRUCTURE AND MAJOR GROUP COMPANIES

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CANON INC. AND SUBSIDIARIES

CONSOLIDATED

1. CONSOLIDATED STATEMENTS OF INCOME

Result for the fourth quarter

Result for the fiscal year

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CANON INC. AND SUBSIDIARIES

CONSOLIDATED

2. DETAILS OF SALES

Result for the fourth quarter

Result for the fiscal year

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CANON INC. AND SUBSIDIARIES

CONSOLIDATED

3. SEGMENT INFORMATION BY PRODUCT

Result for the fourth quarter

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CANON INC. AND SUBSIDIARIES

CONSOLIDATED

Result for the fiscal year

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CANON INC. AND SUBSIDIARIES

CONSOLIDATED

4. SEGMENT INFORMATION BY GEOGRAPHIC AREA

Result for the fiscal year