This paper describes the process of creating Itokawa shape and surface topography model during the Hayabusa's proximity observation. It can be divided into two processes. First half is to estimate camera motion relative to Itokawa and determining its spin axis. Latter half is to estimate 3D shape of Itokawa and to analyze the topography. The authors employed two kinds of methods for shape modeling: a limb profile method and a stereo image analysis method. The combination of the two methods yielded a precise Itokawa model for both rough and smooth surfaces of Itokawa. This paper also describes the process of analyzing surface topography and creating a surface gradient map of Itokawa. The map built by the proposed method was actually used to determine the landing and sampling sites.