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                                                                     Exhibit 1.3



(Translation)



                         Board of Directors Regulations
                                       of
                                  Hitachi, Ltd.



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<S>                      <C>                            <C>                            <C>
Establishment:           August 4, 1951

Amendments:              November 28, 1967              November 29, 1971              November 28, 1974
                         June 28, 1977                  June 26, 1981                  August 26, 1982
                         March 28, 1991                 October 27, 1998               February 25, 1999
                         June 29, 1999                  October 1, 2001                April 1, 2002
                         June 26, 2002
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                                     - 2 -

Article 1.  (Purpose)
          In addition to what is provided in laws, orders or the Articles of
     Incorporation, matters relating to the Board of Directors of the Company
     shall be governed by these Regulations.


Article 2.  (Powers of the Board of Directors)
          The Board of Directors shall decide the administration of the affairs
     of the Company and supervise the execution of the duties of the Directors.


Article 3.  (Person having power to convene meeting)
          Ordinary meetings of the Board of Directors shall be convened once
     every month, and extraordinary meetings of the Board of Directors, whenever
     necessary, by the Chairman of the Board and Director (herein called the
     Chairman). If there is no Chairman or the Chairman is prevented from
     discharging his duties, such meetings shall be convened by the President
     and Director (herein called the President) and if the President is
     prevented from discharging his duties, such meetings shall be convened by
     one of the other Directors in the order previously fixed by resolution of
     the Board of Directors.


Article 4.  (Request to convene meeting)
          When a Director has requested that a meeting of the Board of Directors
     be convened, submitting to the Chairman a written statement giving of the
     matters to be taken up by such meeting, the Chairman shall convene a
     meeting of the Board of Directors without delay.
          When a Corporate Auditor has requested that a meeting of the Board of
     Directors be convened in accordance with what is provided in laws and
     orders, the Chairman shall convene a meeting of the Board of Directors
     without delay.


Article 5.  (Notice)
          Notice of a meeting of the Board of Directors shall be dispatched to
     each Director and each Corporate Auditor one week prior to the date of
     meeting; provided, however, that in case of urgency such period may be
     shortened and such notice may be dispatched three days prior to the date of
     meeting.


Article 6.  (Chairmanship)
          Chairmanship of a meeting of the Board of Directors shall be assumed
     by the Chairman. If there is no Chairman or the Chairman is prevented from
     discharging his duties, the President shall assume the chairmanship and if
     the President is prevented from discharging his duties, one of the other
     Directors shall assume the chairmanship in the order previously fixed by
     resolution of the Board of Directors.
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                                     - 3 -

Article 7.  (Method of resolution)
          Resolutions of the Board of Directors shall be adopted by a majority
     vote of the Directors present at a meeting of the Board of Directors
     attended by more than one-half of the Directors.
          A Director who has a special interest in a resolution under the
     preceding paragraph shall not take part in the voting thereon.


Article 8.  (Matters requiring resolution)
          Resolution of the Board of Directors shall be required for the
     following matters:

                1.  Convening of a General Meeting of Shareholders.

                2.  Matters and proposals to be presented to the General Meeting
                    of Shareholders as the subjects to be discussed thereby.

                3.  Decision that shareholders not attending a General Meeting
                    of Shareholders may exercise their voting rights by an
                    electromagnetic method.

                4.  Approval of the balance sheet, statement of income, business
                    report and the plan for appropriation of retained earnings
                    or disposition of deficit, and detailed statements attached
                    thereto.

                5.  Decision that the balance sheet and statement of income
                    reported to the General Meeting of Shareholders shall be
                    provided to the general public by an electromagnetic method.

                6.  Decision on distribution of money (interim dividends) to the
                    shareholders or registered pledgees.

                7.  Selection of Representative Directors.

                8.  Selection of a Chairman of the Board and Director, a Vice
                    Chairman of the Board and Director, a President and
                    Director, Executive Vice Presidents and Directors, and
                    Senior Vice Presidents and Directors.

                9.  Selection of Executive Officers and Administrative Officers.

               10.  Commissioning of Chairmen Emeritus.

               11.  Commissioning of Advisory Board Members.

               12.  Any other matters in addition to those mentioned in the
                    preceding five items relating to important organizational
                    and personnel affairs.

               13.  Approval of transactions between Directors and the Company.

               14.  Approval of transactions by the Company which might cause a
                    conflict of interest between Directors and the Company.

               15.  Approval of transactions of Directors competitive with the
                    Company.

               16.  Exercise of power to intervene with respect to transactions
                    of Directors competitive with the Company.

               17.  Exemption of Directors and Corporate Auditors from
                    liabilities.

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                                     - 4 -

               18.  Conclusion of contracts with outside Directors to limit
                    liabilities of such Directors.

               19.  Matters relating to issuance of new shares.

               20.  Transfer of reserves to stated capital.

               21.  Splitting-up of shares and amendment of Articles of
                    Incorporation thereof.

               22.  Matters relating to issuance of stock acquisition rights.

               23.  Cancellation of stock acquisition rights.

               24.  Matters relating to issuance of debentures.

               25.  Matters relating to issuance of debentures with stock
                    acquisition rights.

               26.  Matters relating to purchase of its own shares.

               27.  Disposal and cancellation of its own shares.

               28.  Borrowing of large sums.

               29.  Important policies relating to production and sales.

               30.  Acquisition and disposal of important property.

               31.  Conclusion of important contracts.

               32.  Matters relating to important litigation.

               33.  Establishment and amendment of the Share Handling
                    Regulations.

               34.  Establishment, amendment and repeal of important
                    regulations.

               35.  Matters in addition to those mentioned in the foregoing
                    items provided in laws, orders or the Articles of
                    Incorporation.

               36.  Matters entrusted to the decision of the Board of Directors
                    at the General Meeting of Shareholders.

               37.  Other matters of the Company's business of importance
                    comparable to those mentioned in the foregoing items.


Article 9.  (Matters to be reported)
          Every Director shall report to the Board of Directors on the following
     matters without delay:

                1.  Progress in the execution of his business.

                2.  Important matters relating to transactions between himself
                    and the Company.

                3.  Important matters relating to transactions by the Company
                    which might cause a conflict of the interest between
                    Directors and the Company.

                4.  Important matters relating to transactions by him which are
                    competitive with the Company.

                5.  Other matters the Board of Directors may deem necessary.
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                                     - 5 -

Article 10.  (Presence of Corporate Auditors)
          Corporate Auditors shall be present at meetings of the Board of
     Directors, and shall state opinions when necessary.


Article 11.  (Minutes)
          With respect to the proceedings at a meeting of the Board of
     Directors, minutes shall be prepared with names and seals or electronic
     signatures of the Directors and the Corporate Auditors present thereat.
     Such minutes shall be prepared entering or recording therein a summary of
     the proceedings and the results thereof.
          Directors who have taken part in the voting on a resolution and who
     have recorded no objection in the minutes shall be deemed to have concurred
     in such resolution.


Article 12.  (Amendment)
          Resolution of the Board of Directors shall be required for any
     amendment of these Regulations.