FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For the month of          September            , 2008

CANON INC.

 

(Translation of registrant’s name into English)

30-2, Shimomaruko 3-Chome, Ohta-ku, Tokyo 146-8501, Japan

(Address of principal executive offices)

  [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       X       Form 40-F               

  [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               No       X       

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

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 materials are included.

1.

Canon Inc. to Acquire Own Shares

		September 16, 2008

		Canon Inc. Chairman & CEO: Fujio Mitarai Securities code: 7751 [Tokyo (First section) and other Stock Exchanges]
		Inquiries: Masahiro Osawa Managing Director, Group Executive, Finance & Accounting Headquarters +81-3-3758-2111

Canon Inc. to Acquire Own Shares

(Under the provisions of its Articles of Incorporation
pursuant to paragraph 2, Article 165 of the Corporation Law of Japan)

At the Board of Directors meeting held on September 16, 2008, Canon Inc. (the Company) resolved to acquire its own shares under Article 156, as applied pursuant to paragraph 3, Article 165, of the Corporation Law, as follows.

1.		Reason for acquisition of own shares
		The Company decided to acquire its own shares with the aim of improving capital efficiency and ensuring a flexible capital strategy that provides for such future transactions as share exchanges.
2.		Details of acquisition

		1. Type of shares to be acquired:		Shares of common stock
		2. Total number of shares to be acquired:		Up to 14.5 million shares (Equivalent to 1.1% of outstanding shares)
		3. Total cost of acquisition:		Up to 50 billion yen
		4. Period of acquisition:		From September 17, 2008 to October 20, 2008

(Reference) Possession of treasury stock as of September 11, 2008

	Number of outstanding shares (Excluding treasury stock)		1,261,111,792 shares
	Number of treasury stock		72,599,568 shares