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                                                                    Exhibit 1.2

                                 (Translation)

                          SHARE HANDLING REGULATIONS
                                      OF
                              RICOH COMPANY, LTD.

                         CHAPTER I. GENERAL PROVISIONS

(Purpose)

   Article 1. Pursuant to Article 13 of the Articles of Incorporation, the
business and the service charges pertaining to the shares of the Company shall
be governed by these Regulations; provided, however, that in addition to these
Regulations, handling procedures with respect to the beneficial shareholders
shall be governed by the rules provided by Japan Securities Depository Center,
Inc. (hereinafter referred to as the "Center").

(Administrator of Register of Shareholders)

   Article 2. The administrator of register of shareholders of the Company, its
handling office and forwarding offices are as follows:

Administrator of Register of Shareholders:

   The Chuo Mitsui Trust and Banking Company, Limited
   33-1, Shiba 3-chome
   Minato-ku, Tokyo

Handling Office:

   The Chuo Mitsui Trust and Banking Company, Limited (Head Office)
   33-1, Shiba 3-chome
   Minato-ku, Tokyo

Forwarding Offices:

   All branch offices in Japan of The Chuo Mitsui Trust and Banking Company,
   Limited and the head office and all branches offices in Japan of the Japan
   Securities Agents, Ltd.

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(Types of Share Certificates)

   Article 3. The share certificates to be issued by the Company shall be in
the following seven (7) denominations: one (1) share, five (5) shares, ten
(10) shares, fifty (50) shares, one-hundred (100) shares, five-hundred
(500) shares, and one-thousand (1,000) shares; provided, however, that share
certificates representing any number of shares less than one-hundred
(100) shares may be issued by stating the number of shares.

       2. The shareholders shall not request the issuance of share certificates
representing a number of shares constituting less than one unit, except as
provided in Articles 13 (Request for Delivery of Non-Possessed Share
Certificates), 21 (Re-issuance due to Defacement or Mutilation) and 22
(Re-issuance due to Filled Columns) hereof.

(Request and Notification, etc.)

   Article 4. The procedures to submit a request, notification, submission or
application with respect to the businesses delegated to the administrator of
register of shareholders by the Company shall be addressed to the administrator
of register of shareholders.

       2. Any request, notification, submission or application to be made under
these Regulations shall be in the form prescribed by the Company and shall be
affixed with the seal, which seal impression has been registered with the
Company in accordance with the provisions of Article 14 hereof.

       3. In the case that any request, notification, submission or application
hereunder is made or given by a proxy, a document certifying the power of the
proxy must be submitted. In the event that any request, notification or
application requires the consent of a curator or assistant, a document
certifying such consent must be submitted.

                  CHAPTER II. REGISTRATION OR RECORDING, ETC.
                          IN REGISTER OF SHAREHOLDERS

(Registration of Transfer)

   Article 5. In the case of registration or recording in the register of
shareholders (hereinafter the "Registration of Transfer"), an application
together with the share certificates on which

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applicant name is appeared shall be requested.

       2. In the case of an application for the Registration of Transfer of
shares for the reasons other than an assignment, a document evidencing the
acquisition thereof shall be requested in addition to the requirements provided
for in the preceding Paragraph; provided, however, that in the case the share
certificates have not been issued, submission of the share certificates thereof
shall not be required.

(Registration of Transfer pursuant to Specific Procedures under Laws and
Ordinances)

   Article 6. In the event that a specific procedure is required by laws and
ordinances for the Registration of Transfer of shares, an application together
with the share certificates on which applicant name is appeared and a document
certifying the completion of such procedure shall be submitted.

(Registration in Register of Beneficial Shareholders)

   Article 7. Registration or recording in the register of beneficial
shareholders shall be made based upon the notice from the Center relating to
the beneficial shareholders and the beneficial ownership card.

(Beneficial Ownership Card)

   Article 8. Beneficial shareholders shall submit a beneficial ownership card
through a participant.

(Aggregation)

   Article 9. In the event that a shareholder registered or recorded in the
register of shareholders is recognized to be identical to a beneficial
shareholder registered or recorded in the register of beneficial shareholders
based on the address and the name of such shareholder, the number of shares
held by such shareholder shall be aggregated for the purpose of exercising
shareholder's rights.

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                    CHAPTER III. REGISTRATION OF PLEDGE AND
                         INDICATION OF TRUST PROPERTY

(Registration or Cancellation of Pledge)

   Article 10. In the case of an application for registration, alteration or
cancellation of a pledge on shares, an application therefore shall be requested
under the joint signatures of the pledgor and the pledgee together with the
share certificates on which the pledgee's name is appeared.

(Indication or Cancellation of Trust Property)

   Article 11. In the case of an application for indication or cancellation of
trust property on shares, the trustor or the trustee shall request an
application together with the share certificates.

               CHAPTER IV. NON-POSSESSION OF SHARE CERTIFICATES

(Submission of Non-Possession of Share Certificates)

   Article 12. In the case of a submission for the non-possession of share
certificates, such request shall be submitted with the share certificates;
provided, however, that in the case that the share certificates have not been
issued, submission of the share certificates shall not be required.

(Request for Delivery of Non-Possessed Share Certificates)

   Article 13. In the case that a shareholder, who has made a submission for
non-possession of share certificates, requests for issuance of the share
certificates, such shareholder shall be required to submit an application to
that effect.

                       CHAPTER V. VARIOUS NOTIFICATIONS

(Notification of Name, Address and Seal Impression of Shareholder, etc.)

   Article 14. Shareholders, beneficial shareholders and registered share
pledgees or their statutory representatives shall provide a notification of
their names, address and seal impressions; provided, however, that foreigners
who have the custom of signature may

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substitute the seal impression with a specimen of their signature.

       2. The same procedures shall apply when there are any changes in the
items notified under the preceding Paragraph.

(Notification of Addresses where Shareholders Residing Abroad, etc. Receive
Notices)

   Article 15. In addition to the requirements provided for in the preceding
Article, shareholders, beneficial shareholders and registered share pledgees or
their statutory representatives residing abroad shall appoint resident standing
proxies in Japan or provide notification of the addresses in Japan where they
shall receive notices.

       2. The provisions in the preceding Article shall apply MUTATIS MUTANDIS
to resident standing proxies.

(Representative of Corporation Shareholder)

   Article 16. In the case that a shareholder or beneficial shareholder is a
corporation, notification of one (1) representative of such corporation shall
be provided to the Company.

       2. When the representative has been changed, a notification together
with a certified copy of the commercial register shall be submitted.

(Representative of Joint-owners of Shares)

   Article 17. Shareholders or beneficial shareholders who own shares jointly
shall appoint one (1) representative and submit notification thereof.

       2. The same procedure shall apply in the case of a change in such
representative.

(Change in Entries of Register of Shareholders, Register of Beneficial
Shareholders and Share Certificates)

   Article 18. When a change is to be made in the entries in the register of
shareholders, the register of beneficial shareholders or on share certificates
for any of the following reasons, a notification thereof shall be submitted
together with the share certificates and a document

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evidencing such fact; provided, however, that submission of the share
certificates shall not be required if such share certificates have not been
issued or in the case of a change in the entries in the register of beneficial
shareholders:

       1. Change in the surname or given name;

       2. Appointment, change or discharge of statutory representatives such as
          a person with parental authority or a guardian, etc.;

       3. Change in the trade name or corporate name; and

       4. Change in the organization of a legal entity.

(Exception for Various Notifications by Beneficial Shareholders)

   Article 19. In the case of a notification by a beneficial shareholders set
forth in this Chapter, such notification shall be made through a participant;
provided, however, that in the case of only a change in the seal impression of
the beneficial shareholders, such notification need not be made through a
participant.

                 CHAPTER VI. RE-ISSUANCE OF SHARE CERTIFICATES

(Re-issuance of Share Certificates due to Split or Consolidation)

   Article 20. In the case of a request for the issuance of new share
certificates due to a split or a consolidation of share certificates, an
application thereof shall be submitted together with the share certificates.

       2. Issuance of Less-Than-One-Unit Share Certificates due to a split or a
consolidation of share certificates may not be made.

(Re-issuance due to Defacement or Mutilation)

   Article 21. In the case of a request for the issuance of new share
certificates due to defacement or mutilation, an application thereof shall be
submitted together with the share certificates; provided, however, that when it
is difficult to ascertain whether such share certificates are genuine, the
provisions set forth in Chapter 7 shall apply.

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(Re-issuance due to Filled Columns)

   Article 22. In the case that the columns for recording the names of
ownership on the share certificates are completely filled out, the Company
shall collect such share certificates and issue new share certificates.

(Automatic Consolidation of Less-Than-One-Unit Share Certificates)

   Article 23. When Less-Than-One-Unit Share Certificates are submitted for the
Registration of Transfer and such share certificates can be consolidated to
constitute one (1) unit, the Company shall so consolidate the same, unless
otherwise specifically requested by the applicant who has requested the
Registration of Transfer.

                    CHAPTER VII. REGISTRATION OF LOST SHARE
                              CERTIFICATES, ETC.

(Request for Registration of Lost Share Certificates)

   Article 24. An applicant who requests the registration of lost share
certificates shall submit an application together with a document evidencing
the acquisition of the share certificates, the loss of such share certificates
and an identification of the applicant; provided, however, that in the case
that the applicant who requests the registration of lost share certificates is
a shareholder or a registered share pledgee pertaining to the lost share
certificates, only a document evidencing the loss of share certificates shall
be submitted, in addition to the application.

(Application for Deregistration by a Registrant of Lost Share Certificates)

   Article 25. In the case that a registrant of the lost share certificates
applies to deregister a registration stated in the preceding Article, an
application shall be submitted.

(Request for Deregistration by a Holder of Share Certificates)

   Article 26. In the case that an applicant, who requests to deregister the
registration of lost share certificates, is a holder of such share
certificates, an application together with such share certificates and an
identification of the applicant shall be submitted; provided, however, that in
the case that a shareholder or a registered share pledgee requests the
deregistration, submission

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of the identification of the applicant is not required.

(Applicable Notifications)

   Article 27. In the case an applicant who requests the registration of lost
share certificates is not a shareholder or a registered share pledgee and
changes are to be made the entries or records in the register of lost share
certificates, the provisions set forth in Articles 14 through 18 shall apply
MUTATIS MUTANDIS.

              CHAPTER VIII. PURCHASE OF LESS-THAN-ONE-UNIT SHARES

(Application for Request of Purchase)

   Article 28. In the case that a shareholder or beneficial shareholder who
owns Less-Than-One-Unit Shares requests to the Company for the purchase of
Less-Than-One-Unit Shares, an application shall be submitted together with the
share certificates to the handling office or forwarding offices of the
administrator of register of shareholders set forth in Article 2; provided,
however, that in the case that the share certificates have not been issued,
submission thereof shall not be required.

       2. In the case that beneficial shareholders request an application set
forth in the preceding Paragraph, the procedure shall be carried out through a
participant and the Center.

(Determination of Purchase Price)

   Article 29. The purchase price per share of Less-Than-One-Unit Share shall
be the closing price of the stock of the Company at the market operated by the
Tokyo Stock Exchange on the day on which the application and the share
certificates are received at the handling office or a forwarding office of the
administrator of register of shareholders set forth in Article 2; provided,
however, that in the case that no trading is effected on that day or stock
exchange is closed on that day, the purchase price shall be the price at which
the shares of the Company are first traded thereafter.

       2. The total purchase price for request of purchase pursuant to
preceding Paragraph shall be the amount obtained by multiplying the purchase
price by the number of shares requested to be purchased.

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(Payment of Purchase Price)

   Article 30. Unless otherwise provided by the Company, the Company shall pay
the amount obtained by deducting any fees stipulated in Article 41 from the
purchase price calculated pursuant to the preceding Article to the applicant at
the place where the request for purchase was filed on the date the Company
designated within six (6) business days counting from the day following the day
on which the purchase price in the preceding Article was determined; provided,
however, that when such purchase price includes a premium due to dividends of
surplus stock splits, etc., the purchase price shall be paid prior to the
relevant record date.

       2. The applicant requesting the purchase may request that payment of the
purchase price be made by remittance/wire transfer to a bank account or post
office account designated by such applicant.

(Transfer of Shares Purchased)

   Article 31. Less-Than-One-Unit Shares for which a request for purchase has
been made shall be transferred to the Company on the day on which the purchase
price has been paid or the procedure for payment has been completed pursuant to
the preceding Article.

         CHAPTER IX. SALE OF LESS-THAN-ONE-UNIT SHARES UPON A REQUEST
                            FOR ADDITIONAL PURCHASE

(Procedure for Request for Additional Purchase)

   Article 32. In the case that a request for the sale of additional shares is
made to the Company by a shareholder or a beneficial shareholder who owns
Less-Than-One-Unit Shares that, when added to the number of such shareholder's
shares, would constitute for one unit of shares (hereinafter referred to as the
"request for additional purchase"), a request for additional purchase shall be
submitted together with the share certificates and the approximate amount for
additional purchase set forth in the following Article to the handling office
or forwarding offices of the administrator of the register of shareholders set
forth in Article 2; provided, however, that in the case that the share
certificates for such shares have not been issued, submission thereof shall not
be required.

       2. In the case that beneficial shareholders request for additional
purchase set forth in

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the preceding Paragraph, the procedure shall be carried out through a
participant and the Center.

(Approximate Amount for Additional Purchase)

   Article 33. The approximate amount for additional purchase shall be
calculated by multiplying the closing price of the stock of the Company at the
market operated by the Tokyo Stock Exchange on the business day (if there is no
trading on such day, the closing price at which the shares of the Company are
last traded prior to such day) immediate preceding the day on which the request
for additional purchase and the share certificates set forth in the preceding
Article are received at the handling office or a forwarding office of the
administrator of register of shareholders set forth in Article 2 by the number
of share requested to be additionally purchased and by 1.3; and any amount less
than 1,000 yen arising out of such calculation shall be rounded up; provided,
however, that in the case that beneficial shareholders request for additional
purchase, such request shall be subject to the rules provided by the Center.

       2. In the case that a request for additional purchase set forth in the
preceding Article has been made, if the approximate amount for additional
purchase actually received is less than the amount set forth in the preceding
Paragraph, the Company shall not proceed with such request for additional
purchase.

(Requests for Additional Purchases which Exceed the Balance of the Shares of
the Company Owned by Itself)

   Article 34. When the total number of shares for which requests for
additional purchase are made in one day exceeds the number of the shares of the
Company owned by itself that is transferable (excluding such shares owned for a
specific purpose), none of the requests for additional purchase made on that
day shall have any effect.

(Effective Date of the Request for Additional Purchase)

   Article 35. The request for additional purchase shall become effective as of
the day on which the request for additional purchase and the share certificates
set forth in Article 32 and the approximate amount for additional purchase set
forth in Article 33 are received at the handling office or a forwarding office
of the administrator of register of shareholders set forth in Article 2

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(Suspension Period for Acceptance of Requests for Additional Purchase)

   Article 36. The Company shall suspend to accept requests for additional
purchase for the period from the day twelve (12) business days preceding
March 31 to March 31 and the period from the day twelve (12) business days
preceding September 30 to September 30 of each year.

       2. Notwithstanding the preceding Paragraph, the Company may set an
additional suspension period for acceptance of requests for additional
purchase, if the Company deems it necessary.

(Determination of the Price for Additional Purchase)

   Article 37. The purchase price per share for additional purchase of
Less-Than-One-Unit Shares shall be the closing price of the stock of the
Company at the market operated by the Tokyo Stock Exchange on the effective
date of the request for additional purchase; provided, however, that in the
case that no trading is effected on that day or such stock exchange is closed
on that day, the purchase price per share shall be the price at which the
shares of the Company are first traded thereafter.

       2. The total purchase price for additional purchase of
Less-Than-One-Unit Shares shall be the amount obtained by multiplying the
purchase price per share for additional purchase of Less-Than-One-Unit Shares
by the number of shares requested to be additionally purchased.

       3. In the event that the approximate amount for additional purchase set
forth in Article 33 is less than the sum of the total purchase price set forth
in the preceding Paragraph and the fees for additional purchase set forth in
Article 41 (hereinafter referred to as "Definitive Purchase Price for
Additional Shares"), the shortfall shall be charged to the shareholder who made
such request for additional purchase. In this case, such request for additional
purchase shall be cancelled if such shortfall is not paid within five
(5) business days following the day on which the shortfall was charged.

(Receipt of Definitive Purchase Price for Additional Shares)

   Article 38. The Company shall receive the Definitive Purchase Price for
Additional Shares out of the approximate amount for additional purchase on the
day designated by the Company within six (6) business days either from the date
on which the Definitive Purchase Price for

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Additional Shares is determined or from the date immediate following the day on
which the shortfall is paid in accordance with Paragraph 3 of the preceding
Article; provided, however, that when such purchase price includes a premium
due to dividends, stock splits, etc., the purchase price shall be received
prior to the relevant record date.

       2. The balance of the approximate amount for additional purchase and the
Definitive Purchase Price for Additional Shares set forth in the preceding
Paragraph shall be returned to the shareholder who made the request for
additional purchase, by remittance/wire transfer to a bank account or post
office account designated by such shareholder.

(Transfer of Additionally Purchased Shares)

   Article 39. The Less-Than-One-Unit Shares for which a request for additional
purchase has been made shall be transferred to the shareholder or a beneficial
shareholder who made the request for additional purchase on the day which the
Definitive Purchase Price for Additional Shares was received pursuant to the
preceding Article.

(Delivery of Share Certificate)

   Article 40. The Company shall issue a share certificate for shares that
constitute one unit as a result of the request for an additional purchase
without delay and deliver the same to the shareholder who made the request for
the additional purchase; provided, however, that in the case that a request for
additional purchase is made by a beneficial shareholder, this Article is not
applied.

                                CHAPTER X. FEES

(Fees)

   Article 41. Fees for handling of the shares of the Company are as follows:

         (1) Delivery of share certificates pursuant to Article 13 (Request for
             Delivery of Non-Possessed Share Certificates) and Article 21
             (Re-issuance due to Defacement of Mutilation)

             Yen 200 per share certificate

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         (2) Request for the registration of lost share certificates as set
             forth in Article 24 (Request for the Registration of Lost Share
             Certificates):

             Yen 8,600 per registration
             Yen 500 per share certificate

         (3) In the case of purchasing Less-Than-One-Unit Shares pursuant to
             Article 28 (Application for Request of Purchase) and additional
             purchase by the shareholders pursuant to Article 32 (Procedure for
             Request for Additional Purchase), an amount per unit calculated
             pursuant to the following formula, as equivalent to the brokerage
             commission for the sale and purchase of shares, which shall be
             proportionally dividend by the number of Less-Than-One-Unit Shares
             purchased.

Formula:

In respect of the total amount obtained by multiplying the purchase price per
share specified in Article 29 (Determination of Purchase Price) and Article 37
(Determination of the Price for Additional Purchase) by the number of shares
constituting one unit of shares:

Amount equal to or less than 1 million yen: 1.150%

Amount exceeding 1 million yen and equal to or less than 5 million yen: 0.900%

Amount exceeding 5 million yen and equal to or less than 10 million yen: 0.700%

Amount exceeding 10 million yen and equal to or less than 30 million yen: 0.575%

Amount exceeding 30 million yen and equal to or less than 50 million yen: 0.375%

   (Any amounts less than Yen 1 are rounded down.)

Provided, however, that if the amount so calculated for one unit of share is
less than Yen 2,500, the amount for one unit shall be Yen 2,500.

                            SUPPLEMENTARY PROVISION

1. Date of Enactment:     June 28, 2006
2. Date of Amendment:     June 28, 2006
3. Approved by:           The Board of Directors

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4. Established by:        Head Office of the Department of Human Resources.
                          Administrative Manager
5. Section in charge:     Head Office of the Department of Human Resources.
                          Department of General Affairs

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