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                                                                     Exhibit 1.2

(Translation)

                   Share Handling Regulations of Hitachi, Ltd.

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             April 1, 2003
               June 26, 2003

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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).

        Any alteration of these Regulations shall be made by an Executive
Officer authorized by resolution of the Board of Directors.

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, 100,000 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.

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 16.

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Article 6.  (Reckoning of business days)

        As used in these Regulations, a "business day" means a day other than
any day on which the transfer agent is not open for business.

                       Chapter II Registration of Transfer

Article 7.  (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 8.  (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 9.  (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 10. (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.

Article 11. (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 No Intention of Holding Share Certificates

Article 12. (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 13. (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.

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                         Chapter V Beneficiaries' Record

Article 14. (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 15. (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.

                        Chapter VI Various Notifications

Article 16. (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 17. (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 18. (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 19. (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 20. (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 21. (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 22. (Application of provisions to registered pledgee)

        The provisions of Article 5 and this Chapter shall apply to a registered
pledgee.

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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 18 or Article 19, no submission of share certificates shall be required.

             Chapter VII Registration of Loss of Share Certificates

Article 24.  (Application for registration of loss of share certificates)

        In case of an application for registration of loss of share
certificates, the application shall be submitted, accompanied by a document
showing the facts that the applicant has acquired the share certificates and
that the applicant has lost the same; provided, however, that in case a
registered holder or registered pledgee of share certificates makes such
application, a document showing that the applicant has acquired the share
certificates shall not be required to be attached to the application.

Article 25.  (Cancellation of registration of loss of share certificates)

        In case any person who has applied for registration of loss of share
certificates under the provision of Article 23 (hereinafter referred to as
"Registrant") makes an application for cancellation of the registration thereof,
the application shall be submitted.

Article 26.  (Objection to registration of loss of share certificates)

        In case any holder of the share certificates in respect of which the
registration of loss of share certificates has taken place files an objection to
the registration thereof, the written objection shall be submitted, accompanied
by the share certificates concerned.

Article 27.  (Notification of changes)

        The provisions of Article 16 through Article 21 shall apply to any
Registrant, other than any shareholder or registered pledgee, who has changed
any of the matters entered or recorded in the register of loss of share
certificates. In that case, the "shareholder or beneficiary card" as provided in
Article 16 shall be read as "notification."

Article 28.  (Fees relating to application for registration of loss of share
              certificates)

        In the case mentioned in Article 24, the Company may charge, as a fee
for the registration of loss of share certificates, an amount obtained by
multiplying JPY 500 by the number of share certificates to be registered, plus
JPY 10,000 in each instance of registration thereof.

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

Article 29.  (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 18 and Article 19.

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Article 30.  (Indication of pledge and trust property)

        When registration or cancellation of a pledge 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.

        When declaration or cancellation of trust property is made in accordance
with the provisions of Article 11, 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.

Article 31. (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 32 shall be followed.

Article 32.  (Reissuance necessitated by lapse of lost share certificates)

        In case of an application for delivery of a new certificate because of
the lapse of lost share certificates, the application shall be submitted.

Article 33.  (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 34.  (Fee for issuance of share certificates)

        In the case mentioned in Article 13, Article 31 or Article 32, 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 IX Less-than-One-Unit Shares

                      Section 1. Number of Shares Per Unit

Article 35.  (Number of shares per unit)

        The number of shares per unit of shares of the Company shall be 1,000.

                Section 2. Purchase of Less-than-One-Unit Shares

Article 36.  (Application for purchase of less-than-one-unit shares by
              shareholder)

        In a case where any shareholder or beneficiary who holds
less-than-one-unit shares makes to the Company an application for the purchase
of less-than-one-unit shares by the Company (an "application for purchase"), the
application shall be submitted 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.

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        The effect of an application for the purchase mentioned in the preceding
paragraph shall not be canceled.

Article 37.  (Purchase price of less-than-one-unit shares included in
              application for purchase)

        The purchase price of less-than-one-unit shares included in an
application for purchase 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 38.  (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,
within six business days after 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 39.  (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.

                  Section 3. Sale of Less-than-One-Unit Shares

Article 40.  (Application for additional purchase of less-than-one-unit shares
              by shareholder)

        In a case where any shareholder or beneficiary who holds
less-than-one-unit shares makes to the Company an application for the sale of
the number of less-than-one-unit shares by the Company that will, together with
such less-than-one-unit shares, constitute a full unit of shares (an
"application for additional purchase"), the application shall be submitted to
the transfer agent accompanied by the share certificates and the estimated price
for additional purchase mentioned in the first paragraph of Article 41;
provided, however, that an application by a beneficiary shall be made through a
JASDEC participant and JASDEC.

        The application for additional purchase mentioned in the preceding
paragraph shall come into effect at the time the documents required for the
application for additional 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 additional purchase mentioned in the
preceding paragraph shall not be cancelled.

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Article 41.  (Estimated price for additional purchase)

        The estimated price for additional purchase shall be an amount obtained
by multiplying the 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 additional purchase and by 1.3, with any fraction of JPY 1,000
resulting from such calculation rounded upward; provided, however, that the
handling of any application for additional purchase by a beneficiary shall be
governed as provided by JASDEC.

        The price per share forming the basis for calculating the estimated
price for additional purchase shall be the price per share in the last
transaction of the Company's shares on the Tokyo Stock Exchange on the business
day immediately preceding the day on which the documents required for the
application for additional purchase mentioned in the preceding Article arrived
at the place where the transfer agent conducts related transfer work or an
intermediating office of the transfer agent and if there is no transaction of
the Company's shares on that business day shall be the price per share in the
first transaction thereafter on the same Exchange.

        In case of an application for additional purchase under the preceding
Article, if the estimated price for additional purchase falls short of the
amount mentioned in the first paragraph of this Article, the Company may refuse
to handle the application for additional purchase.

Article 42.  (Restriction on application for additional purchase)

        In a case where the aggregate number of less-than-one-unit shares
included in applications for additional purchase on the same day exceeds the
number of shares owned by the Company for sale upon applications for additional
purchase, all of the applications for additional purchase made on that day shall
not come into effect.

        In a case where the number of shares owned by the Company for sale upon
applications for additional purchase falls below 10,000 shares, the Company
shall suspend accepting any new application for additional purchase for the
period from the business day immediately following that day to the day on which
the number of shares owned by the Company for that purpose reaches 50,000 shares
or more.

Article 43.  (Period of suspension of acceptance of application for additional
              purchase)

        The Company shall suspend the acceptance of any application for
additional purchase for the periods from the twelfth business day prior to March
31 of each year to such March 31, and from the twelfth business day prior to
September 30 of each year to such September 30, respectively.

        Notwithstanding the preceding paragraph, if the necessity arises to
extraordinarily fix a record date, the Company may separately fix a period of
suspension of acceptance of applications for additional purchase.

Article 44. (Additional purchase price of less-than-one-unit shares included in
             application for additional purchase)

        The additional purchase price of less-than-one-unit shares for which an
application for additional purchase has been made shall be an amount obtained by
multiplying the additional 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 additional purchase.

        The additional purchase price per share of the less-than-one-unit shares
included in an application for additional 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 additional purchase came into effect and if
there is no transaction of the Company's shares on that day shall be the price
per share in the first transaction thereafter on the same Exchange.

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        In a case where the estimated price for additional purchase accompanying
an application for additional purchase under the first paragraph of Article 40
falls short of the additional purchase price mentioned in the preceding
paragraph of this Article, the Company shall request the applicant for
additional purchase to pay the shortfall within three business days from (and
including) the day on which the additional purchase price was determined. In
such case, if the shortfall is not paid within six business days from (and
including) the day on which the Company requested the applicant to pay the
shortfall, the application for additional purchase shall become null and void.

Article 45. (Receipt of additional purchase price of less-than-one-unit shares
            included in application for additional purchase)

        The additional purchase price of less-than-one-unit shares included in
an application for additional purchase shall be received by appropriation of the
estimated price for additional purchase within six business days from (and
including) the day on which the additional purchase price was determined under
the first paragraph of the preceding Article or the day on which the shortfall
mentioned in the third paragraph of the preceding Article was paid; provided,
however, that in a case where the additional 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 additional purchase price shall be received on or before the record date or
allotment date concerned.

        The balance between the estimated price for additional purchase and the
additional purchase price mentioned in the preceding paragraph, if any, shall be
returned to a bank account designated by the shareholder who made the
application for additional purchase or by postal transfer in cash.

Article 46. (Transfer of right to less-than-one-unit shares included in
            application for additional purchase)

        The right to the less-than-one-unit shares included in an application
for additional purchase shall be transferred to the shareholder or beneficiary
who made such application on the day on which the receipt of the additional
purchase price is completed under the provisions of the preceding Article.

Article 47. (Delivery of share certificates)

        The Company shall issue a share certificate for shares which have come
to constitute one unit of shares as a result of an application for additional
purchase without delay and deliver such share certificate to the shareholder who
made such application; provided, however, that this shall not apply to cases
where beneficiaries make applications for additional purchase.

       Section 4. Share Certificates Evidencing Less-than-One-Unit Shares

Article 48. (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.

Article 49. (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.

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Article 50. (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 8, the first
paragraph of Article 12, Article 18, Article 19, the first paragraph of Article
36 and the first paragraph of Article 40, 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 28 shall not apply to less-than-one-unit
shares if the share certificates concerned have not been issued.

          Chapter X Exercise of Voting Rights by Electromagnetic Method

Article 51. (Purpose)

        The handling of the exercise of voting rights by an electromagnetic
method shall be governed by the provisions of this Chapter.

Article 52. (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 53. (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 54. (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.

Article 55. (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 56. (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.