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                                                                     Exhibit 1.2



(Translation)



                           Share Handling Regulations
                                       of
                                  Hitachi, Ltd.


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<S>              <C>                     <C>                       <C>
Established :    October 29, 1951

Amended :        February 1, 1963        April 1, 1967             January 1, 1970
                 November 28, 1974       September 30, 1982        June 27, 1991
                 June 26, 1998           September 24, 1999        March 24, 2000
                 October 1, 2001         June 1, 2002
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                          Chapter I General Provisions


Article 1.  (Purpose)
          Denominations of share certificates, registration of transfer of
     shares of the Company, handling of exercise of voting rights and other
     rights of shareholders by electromagnetic methods and other procedures
     relating to shares shall be governed by these Regulations in accordance
     with the provisions of Article 8 of the Articles of Incorporation;
     provided, however, that procedures relating to the handling of shares of
     beneficiaries shall also be governed by the regulations established by the
     Japan Securities Depository Center (hereinafter JASDEC).
          Resolution of the Board of Directors shall be required for any
     alteration of these Regulations.


Article 2.  (Denominations of share certificates)
          The share certificates issued by the Company shall be in denominations
     of 1, 5, 10, 50, 100, 500, 1,000, 10,000, 50,000, 100,000, 200,000 and
     500,000 shares, and of other numbers of shares as deemed necessary by the
     Company.


Article 3.  (Transfer agent)
          The Company's transfer agent, the place where it conducts related
     transfer work and the intermediating offices thereof shall be as follows:
          Transfer agent: Tokyo Securities Transfer Agent Co., Ltd.
                          5-1, 1-chome, Marunouchi, Chiyoda-ku, Tokyo
          Place where it conducts related transfer work:
                          Head Office of Tokyo Securities Transfer Agent
                          Co., Ltd.
                          (New Marunouchi Bldg.)
                          5-1, 1-chome, Marunouchi, Chiyoda-ku, Tokyo
          Intermediating offices thereof:
                          Branch offices and intermediating offices of Tokyo
                          Securities Transfer Agent Co., Ltd.


Article 4.  (Procedure for application and notification)
          Unless otherwise provided by these Regulations, procedures under these
     Regulations, and procedures relating to applications, notifications, etc.
     with respect to the exchange of share certificates, payment of dividends
     and other matters entrusted by the Company to the transfer agent shall be
     directed to the transfer agent.

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Article 5.  (Mode of application, notice and notification)
          An application, notice or notification under these Regulations shall
     be in the form prescribed by the Company.
          An application, notice or notification under these Regulations shall
     bear the name, address and seal of the person making or giving such
     application, notice or notification.
          A shareholder, beneficiary or his legal representative making or
     giving the application, notice or notification mentioned in the preceding
     paragraph shall attach thereto a document identifying such shareholder,
     beneficiary or legal representative; provided, however, that this shall not
     apply where such application, notice or notification is impressed with the
     seal notified to the Company in accordance with Article 15.


                       Chapter II Registration of Transfer

Article 6.  (Registration of transfer by assignment)
          In case of an application for registration of transfer of shares by
     assignment, the application shall be made accompanied by the share
     certificates.


Article 7.  (Registration of transfer by cause other than assignment)
          In case of an application for registration of transfer of shares
     acquired by succession, bequest, merger or other cause not related to
     assignment, the application shall be made accompanied by the share
     certificates and documents showing the cause of transfer.


Article 8.  (Registration of transfer when other procedures are required by laws
            and orders)
          If it is required by laws and orders to take other procedures in
     connection with the transfer of shares referred to in the preceding two
     Articles, a document showing the completion of such procedures shall be
     attached to the application.


      Chapter III Registration of Pledge and Declaration of Trust Property

Article 9.  (Registration and cancellation of pledge)
          In case of an application for registration or cancellation of a
     pledge, the application shall be made by the parties concerned and be
     accompanied by the share certificates.

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Article 10.  (Declaration and cancellation of trust property)
          In case of an application for declaration or cancellation of trust
     property, the application shall be accompanied by the share certificates.


         Chapter IV Notice of No Intention of Holding Share Certificates

Article 11.  (Notice of no intention of holding share certificates)
          In case of giving notice of no intention of holding share
     certificates, a written notice shall be submitted to the Company together
     with the share certificates; provided, however, that no submission of share
     certificates shall be required if such share certificates have not been
     issued.
          Upon receipt of the notice mentioned in the preceding paragraph, the
     Company shall regard such share certificates as non-issued.


Article 12.  (Issuance of unheld share certificates)
          When a shareholder who has given notice of no intention of holding
     share certificates desires the issuance of such share certificates, he
     shall submit to the Company an application therefor.


                         Chapter V Beneficiaries' Record

Article 13.  (Entry in the beneficiaries' record of the Company, etc.)
          Entry or record of a beneficiary in the beneficiaries' record of the
     Company shall be made based upon notices from JASDEC concerning
     beneficiaries and the beneficiary cards.


Article 14.  (Adding up)
          If a shareholder registered or recorded in the share-register of the
     Company and a beneficiary entered or recorded in the beneficiaries' record
     of the Company are judged from their names and addresses to be the same
     person, the number of shares as regards voting at the General Meeting of
     Shareholders shall be the total of the number of shares in the
     share-register of the Company and the number of shares in the
     beneficiaries' record of the Company.

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                                     - 5 -

                        Chapter VI Various Notifications

Article 15.  (Notification of name, address and seal or signature)
          A shareholder, beneficiary or his legal representative shall notify
     the Company of the name, address and seal or signature of the shareholder
     or beneficiary by means of a shareholder or beneficiary card. The same
     shall apply in case of a change occurring in these matters.


Article 16.  (Provisional address or agent of shareholder residing abroad)
          A shareholder, beneficiary or his legal representative residing in a
     foreign country shall designate a provisional address or appoint an agent
     in Japan, and shall notify the Company of such address or agent. He shall
     also notify the Company in case of a change occurring in these matters.


Article 17.  (Change in surname, first name, corporate name, etc.)
          With respect to a change in surname, first name, corporate name, etc.,
     notification shall be made accompanied by the share certificates and an
     extract from the family register or an extract from the corporate register.


Article 18.  (Appointment, change or discharge of persons exercising parental
             power and guardians)
          With respect to the appointment, change or discharge of a person
     exercising parental power or a guardian, notification shall be made
     accompanied by the share certificates and an extract from the family
     register, a certificate of registered matters or a similar document.


Article 19.  (Change of representative for jointly owned shares)
          With respect to the change of a representative for jointly owned
     shares, notification shall be made by all of the co-owners.


Article 20.  (Change of representative of a corporation)
          With respect to a change of the representative of a corporation,
     notification shall be made accompanied by an extract from the corporate
     register.


Article 21.  (Notification of loss of share certificates)
          In case of giving notification of loss of share certificates, the
     notification shall be accompanied by such documents as the Company may
     require.

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Article 22.  (Application of provisions to registered pledgee)
          The provisions of Article 5 and this Chapter shall apply to a
     registered pledgee.


Article 23.  (Special provisions for beneficiaries)
          Beneficiaries shall make notifications under this Chapter through
     JASDEC participants; provided, however, that such notifications shall be
     made to the transfer agent in case of a change of only a seal or signature.
          In case of a beneficiary making a notification in accordance with
     Article 17 or Article 18, no submission of share certificates shall be
     required.


   Chapter VII Matters to be Indicated on and Reissuance of Share Certificates

Article 24.  (Indication of shareholder, etc.)
          A share certificate shall indicate the name of the shareholder or his
     legal representative.
          When registration of transfer is made in accordance with the
     provisions of Chapter II, the date of registration in the share-register
     shall be entered in, and the attestation seal of a transfer agent shall be
     affixed to, the reverse side of the share certificate in the entry columns
     specified therefor.
          The preceding paragraph shall apply in case of notifications under
     Article 17 and Article 18.


Article 25.  (Indication of pledge and trust property)
          When registration or cancellation of a pledge is made in accordance
     with the provisions of Article 9, such fact shall be indicated, and the
     date of registration thereof in the share-register shall be entered in the
     share certificate and the attestation seal of the transfer agent shall be
     affixed thereto.
          When declaration or cancellation of trust property is made in
     accordance with the provisions of Article 10, such fact shall be indicated,
     and the date of registration thereof in the share-register shall be entered
     in the share certificate and the attestation seal of the transfer agent
     shall be affixed thereto.

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Article 26.  (Delivery of new certificates necessitated by division,
             consolidation or disfigurement of share certificates)
          In case of an application for delivery of new certificates due to the
     division, consolidation or disfigurement of share certificates, such
     application shall be made accompanied by the share certificates concerned;
     provided, however, that if the degree of disfigurement is so great as to
     make it difficult to ascertain the genuineness of the share certificates,
     the procedures under Article 27 shall be followed.


Article 27.  (Reissuance necessitated by loss of share certificates)
          In case of an application for delivery of a new certificate because of
     the loss of a share certificate, such application shall be made accompanied
     by the original or a certified copy of the judgment of nullification.


Article 28.  (Delivery of new share certificates necessitated by full entry
             column)
          When the entry column for names of a share certificate has become
     full, such share certificate shall be withdrawn by the Company and a new
     certificate shall be delivered to replace it.


Article 29.  (Fee for issuance of share certificates)
          In the case mentioned in Article 12, Article 26 or Article 27, as the
     fee for the issuance of each share certificate there may be charged an
     amount equal to the sum of the stamp tax for the share certificate and the
     cost of issuance thereof.


                     Chapter VIII Less-than-One-Unit Shares

Article 30.  (Number of shares per unit)
          The number of shares per unit of shares of the Company shall be 1,000.


Article 31.  (Purchase of less-than-one-unit shares by the Company)
          In the case of an application for purchase of less-than-one-unit
     shares by the Company, the application shall be made to the transfer agent
     accompanied by the share certificates; provided, however, that an
     application by a beneficiary shall be made through a JASDEC participant and
     JASDEC.
          The application for purchase mentioned in the preceding paragraph
     shall come into effect at the time the documents required for the
     application for purchase arrive at the place where the transfer agent
     conducts related transfer work or an intermediating office of the transfer
     agent.
          The effect of an application for the purchase mentioned in the
     preceding paragraph shall not be canceled.

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Article 32.  (Purchase price of less-than-one-unit shares included in
             application for purchase)
          The purchase price of less-than-one-unit shares for which an
     application for purchase has been made under the preceding Article shall be
     the amount obtained by multiplying the purchase price per share fixed in
     accordance with the second paragraph of this article by the number of
     less-than-one-unit shares included in the application for purchase.
          The purchase price per share of the less-than-one-unit shares included
     in an application for purchase shall be the price per share in the last
     transaction of the Company's shares on the Tokyo Stock Exchange on the day
     on which the application for purchase came into effect and if there is no
     transaction of the Company's shares on this day shall be the price per
     share in the first transaction thereafter on the same Exchange.


Article 33.  (Payment of the purchase price for less-than-one-unit shares
             included in application for purchase)
          The purchase price for the less-than-one-unit shares included in an
     application for purchase shall be paid at the place where the transfer
     agent conducts related transfer work or at an intermediating office of the
     transfer agent, whichever is the place where the application for purchase
     was made, on the sixth business day of the transfer agent as reckoned from
     the day next following the day on which the purchase price was determined
     under the preceding Article; provided, however, that in a case where the
     purchase price per share mentioned in the second paragraph of the preceding
     Article is a price cum dividend relating to dividend etc. or a price cum
     right relating to a stock split etc., the purchase price shall be paid on
     or before the record date or allotment date concerned.


Article 34.  (Transfer of right to less-than-one-unit shares included in
             application for purchase)
          The right to the less-than-one-unit shares included in an application
     to purchase shall be transferred to the Company from the time payment of
     the purchase price is tendered under the preceding Article.


Article 35.  (Issuance of share certificates evidencing less-than-one-unit
             shares)
          Except as permitted by the Company for shareholders, share
     certificates evidencing less-than-one-unit shares shall not be issued.

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Article 36.  (Consolidation of share certificates evidencing less-than-one-unit
             shares)
          In a case where a combination of share certificates evidencing
     less-than-one-unit shares submitted for transfer represents a number of
     shares equal to one unit of shares or an integral multiple thereof, the
     share certificates shall, unless the person applying for the transfer has
     requested otherwise, be consolidated and new share certificates shall be
     delivered to replace them.

Article 37.  (Special provisions for case where no share certificate has been
             issued for less-than-one-unit shares)
          As regards the application of the provisions of Article 7, the first
     paragraph of Article 11, Article 17, Article 18 and the first paragraph of
     Article 31, no submission of share certificates shall be required in
     respect of less-than-one-unit shares if the share certificates concerned
     have not been issued.
          The provisions of Article 24 shall not apply to less-than-one-unit
     shares if the share certificates concerned have not been issued.


         Chapter IX. Exercise of Voting Rights by Electromagnetic Method

Article 38.  (Purpose)
          The handling of the exercise of voting rights by an electromagnetic
     method shall be governed by the provisions of this Chapter.

Article 39.  (Website for the exercise of voting rights at the General Meeting
             of Shareholders)
          Voting rights of the Company by an electromagnetic method shall be
     exercised on the "Website for the Exercise of Voting Rights at the General
     Meeting of Shareholders (http://www.e-tosyodai.com)" on the Internet.


Article 40.  (Voting right exercise number and password)
          Upon exercise of voting rights on the "Website for the Exercise of
     Voting Rights at the General Meeting of Shareholders," the voting right
     exercise number and password notified to each shareholder or beneficiary
     shall be entered.


Article 41.  (Identification)
          The Company shall treat any person who correctly enters his voting
     right exercise number and password on the "Website for the Exercise of
     Voting Rights at the General Meeting of Shareholders" as the true
     shareholder or beneficiary.

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Article 42.  (Payment for communication charges, etc.)
          The shareholders or beneficiaries shall pay for the communication
     charges and connection fees to be incurred by access to the "Website for
     the Exercise of Voting Rights at the General Meeting of Shareholders."


Article 43.  (Treatment of double voting)
          If voting rights are exercised both in writing and by an
     electromagnetic method, only the voting rights by an electromagnetic method
     shall be treated as having been exercised.