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                                                                     Exhibit 1.2

                                  (Translation)

                           SHARE HANDLING REGULATIONS

                                       OF

                               RICOH COMPANY, LTD.

                         CHAPTER I. GENERAL PROVISIONS

(Purpose)

     Article 1. Pursuant to Articles 5 and 8 of the Articles of Incorporation,
the types of share certificates of the Company, handling procedures and fees
related to the handling of share certificates shall be governed by these
Regulations; provided, however, that in addition to these Regulations, handling
procedures with respect to the beneficial owners of the shares shall be governed
by the rules provided by Japan Securities Depository Center Inc. (hereinafter
referred to as the "Center").

(Transfer Agent)

     Article 2. The transfer agent of the Company, its handling office and
forwarding offices are as follows:

Transfer Agent:
     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 Limited

(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

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shares less than one-hundred (100) shares may be issued by stating the number of
shares issued.

          2. The shareholders shall not request the issuance of share
certificates representing a number of shares constituting less than one unit as
set forth in Article 6 of the Articles of Incorporation (hereinafter referred to
as "Less-Than-One-Unit Share Certificates"), except as provided in Articles 21,
22 and 26 hereof.

(Method of Request, Notification and Application)

     Article 4. The procedures to submit a request, notification or application
with respect to the businesses delegated to the transfer agent by the Company
shall be submitted to the transfer agent.

          2. Any request, notification or application to be made under these
Regulations shall be in the form prescribed by the Company and shall be affixed
with the registered 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 or application hereunder
is made or given by a proxy, a document evidencing the power of the proxy must
be presented. In the event that any request, notification or application
requires the consent of a curator or assistant, a document evidencing such
consent must be presented.

                   CHAPTER II. REGISTRATION OF TRANSFER, ETC.

(Registration of Transfer)

     Article 5. In the case of an application to register a transfer of shares,
an application together with the share certificates shall be submitted.

          2. In the case of an application to register a transfer of shares for
the reasons other than an assignment, a document evidencing the acquisition
thereof shall be submitted in addition to the application and the share
certificates; provided, however, that in case that 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 the Statutes)

     Article 6. In the event that a specific procedure is required by the
statutes to register a transfer of shares, an application together with the
share certificates and a document evidencing the completion of such procedure
shall be submitted.

(Registration in the Register of Beneficial Owners)

     Article 7. Registering or recording in the Register of Beneficial Owners
shall be made based upon the notice from the Center relating to the beneficial
owners and the beneficial ownership card.

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(Beneficial Ownership Card)

     Article 8. Beneficial owners 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 owner
registered or recorded in the Register of Beneficial Owners 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.

                    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 therefor shall be submitted
under the joint signatures of the pledgor and the pledgee together with the
share certificates.

(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 submit an application
together with the share certificates.

                CHAPTER IV. NON-POSSESSION OF SHARE CERTIFICATES

(Requests of Non-Possession of Share Certificates)

     Article 12. In the case of a request 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.

(Application for Delivery of Non-Possession Share Certificates)

     Article 13. In the case that a shareholder, who has made a request for
non-possession of share certificates, requests for issuance or return of the
share certificates, such shareholder shall be required to submit an application
to that effect; provided, however, that in the case the share certificates are
treated as not having been issued, such shareholder may not apply for issuance
of Less-Than-One-Unit Share Certificates.

                        CHAPTER V. VARIOUS NOTIFICATIONS

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

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     Article 14. Shareholders, Beneficial Owners and registered pledgees or
their statutory representatives shall provide a notification of their names,
addresses and seal impressions; provided, however, that foreigners may
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 Owners and registered 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 a Corporation)

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

          2. When the representative has changed, a notification together with a
certified excerpt from the commercial register shall be submitted.

(Representative of Joint-owners of Shares)

     Article 17. Shareholders or Beneficial Owners who own shares jointly shall
appoint one (1) representative and provide notification thereof with the
signatures of all of the joint shareholders.

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

(Change in Entries of the Register of Shareholders, the Register of Beneficial
Owners and Share Certificates due to a Change in Surname or Given Name, Etc.)

     Article 18. When a change is to be made in the entries in the Register of
Shareholders, the Register of Beneficial Owners or on share certificates for any
of the following reasons, a notification thereof shall be submitted together
with the share certificates and a document 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 Owners:

          1.   Change in the surname or given name;

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          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 Owners)

     Article 19. In the case of a notification by a Beneficial Owner 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 Owner, 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 an application for the issuance of new share
certificates due to the 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 an application 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.

(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 a
transfer of shares 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
the transfer of shares.

                        CHAPTER VII. RE-ISSUANCE OF SHARE
                            CERTIFICATES DUE TO LOSS

(Registration of Lost Share Certificates or Application for Deregistration)

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     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 the listed
owner of the lost share certificates or registered pledgee, only a document
evidencing the loss of share certificates shall be submitted, in addition to the
application.

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

(Filing of an Objection to Register Lost Share Certificates)

     Article 25. In the case of filing an objection to the registration of lost
share certificates, an application together with the share certificates and an
identification of the applicant shall be submitted; provided, however, that in
the case that a shareholder or a registered pledgee files an objection, the
submission of an identification is not required.

(Re-issuance due to Invalidation)

     Article 26. In the case that a request is made for the re-issuance of
invalidated share certificates, an application therefor shall be submitted.

(Applicable Notifications)

     Article 27. In the case that an applicant who requests the registration of
lost share certificates is not a shareholder or a registered pledgee and changes
are to be made to 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 Purchase)

     Article 28. In the case that a request is made for the purchase of
Less-Than-One-Unit Shares, an application shall be submitted together with the
share certificates; 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 Owners submit an application set forth
in the preceding paragraph, the procedure shall be carried out through a
participant and the Center.

(Purchase Price)

     Article 29. The purchase price per Less-Than-One-Unit Shares shall be the
closing price of the stock of the Company at the market operated by the Tokyo
Stock

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Exchange on the day on which the application and the share certificates are
received at the handling office or a forwarding office set forth in Article 2;
provided, however, that in the case that no trading is effected on that day, the
purchase price shall be the price at which the shares of the Company are first
traded thereafter.

(Payment of Purchase Price)

     Article 30. The purchase price shall be paid to the applicant at the place
where the application for purchase was filed on the sixth (6) business day
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, stock splits or stock options, the
purchase price shall be paid prior to the relevant date of record or a day on
which the rights due to such stock splits or stock options attach to the share.

          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.

          3. The fees provided for in Article 32, Item 4 shall de deducted from
the purchase price at the time of payment thereof.

(Transfer of Shares Purchased)

     Article 31. Less-Than-One-Unit Shares for which an application 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 is made by a shareholder who owns
Less-Than-One-Unit Shares for the sale of additional shares that, when added to
such shareholder's shares, would form 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; provided,
however, that in the case that the share certificates have not been issued,
submission thereof shall not be required.

(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

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day) 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 set forth in Article 2 by the number of
shares requested to be additionally purchased and by 1.3; provided that any
amount less than 1,000 yen arising out of such calculation shall be rounded up.

          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 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 set forth in Article 2.

(Period during which Receipts of Requests for Additional Purchase Are Suspended)

     Article 36. The Company shall suspend receipts of requests for additional
purchase during 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 during which receipts of requests for additional
purchase are suspended, if the Company deems 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

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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 from the date 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 Additional Shares is determined or
from the date immediate following the day on which the shortfall set forth in
Paragraph 3 of the preceding Article is paid; provided, however, that when such
purchase price reflects the value attributable to dividends, stock splits or
stock options, etc., the purchase price shall be received prior to the relevant
record date or allocation 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 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. When the shares reach one unit as a result of the request for
an additional purchase, the Company shall issue a share certificate without
delay and deliver the same to the shareholder who made the request for the
additional purchase.

                                 CHAPTER X. FEES

(Fees)

     Article 41. Fees for handling of the shares of the Company shall be free of
charge, except in the following cases:

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               (1) Delivery of share certificates pursuant to a request to issue
               or return share certificates as set forth in Article 13
               (Non-possessed share certificates):
                  Yen 200 per share certificate

               (2) Delivery of share certificates pursuant to a request to
               reissue share certificates based on Article 21 (Re-issuance due
               to Defacement or Mutilation) and Article 26 (Re-issuance due to
               Invalidation):
                  Yen 200 per share certificate

               (3) Registration of lost share certificates as set forth in
               Article 24 (Registration of Lost Share Certificates or
               Application for Deregistration):
                  Yen 8,600 per registration (deregistration)
                  Yen 500 per share certificate

               (4) In the case of purchasing Less-Than-One-Unit Shares pursuant
               to Article 28 (Application for 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 divided 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 (Purchase Price) 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 downward.)

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

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                            SUPPLEMENTARY PROVISIONS

1. Date of Enactment:   June 27, 2003
2. Date of Amendment:   June 26, 2003
3. Approved by:         The Board of Directors
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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