**Exhibit 1.2**

 

[Translation] 

 

**SHARE HANDLING REGULATIONS**

 

**June 23, 2004**

 

**HONDA MOTOR CO., LTD.**

**Record of Resolutions of the Meeting of the Board of Directors**

 

April 27, 1953
   
December 30, 1953
  Amended
April 27, 1957
  Amended
April 28, 1960
  Amended
December 1, 1962
  Amended
March 31, 1967
  Amended
August 19, 1968
  Amended
February 28, 1972
  Amended
December 19, 1977
  Amended
May 28, 1981
  Amended
October 1, 1982
  Amended
November 14, 1991
  Amended
October 1, 1999
  Amended
April 1, 2000
  Amended
May 12,2000
  Amended
December 4, 2000
  Amended
October 4, 2001
  Amended
June 25,2002
  Amended
April 1, 2003
  Amended
June 24, 2003
  Amended
June 23, 2004
  Amended

**SHARE HANDLING REGULATIONS**

 

**CHAPTER I. GENERAL PROVISIONS**

 

**Article 1.    (Purpose)**

 

These Regulations shall govern the denomination of share certificates of the Company and matters related to the handling of shares in accordance with theprovisions of Articles 9 and 10 of the Articles of Incorporation of the Company. Provided, however, that handling procedures with respect to the beneficial shareholders shall be governed by the Japan Securities Depository Center, Inc. (hereinafterreferred to as the “Center”) as well as these Regulations. 

 

**Article 2.    (Denomination of Share Certificates)**

 

1. Share certificates to be issued by the Company shall be in denominations of ten thousand (10,000), one thousand (1,000), five hundred (500), and one hundred (100) shares. Share certificates representing less thanone hundred (100) shares may also be issued. 

 

2. Of the sharecertificates as described in the preceding paragraph, share certificates representing the number of shares less than one unit of shares set forth in Article 7 of the Articles of Incorporation of the Company (hereinafter referred to as “SharesLess Than One Unit”) shall not be issued except in the cases set forth in Articles 21, 22 and 25 hereof. 

 

**Article 3.    (Transfer Agent)**

 

The transfer agent of the Company, its place of business, its place of operations and forwarding offices shall be as follows: 

 

Transfer agent and its place of business:
  
The Chuo Mitsui Trust and Banking Company, Limited.

33-1, Shiba 3-chome, Minato-ku, Tokyo

Its place of operations:
  
The Chuo Mitsui Trust and Banking Company, Limited.

Securities Agency Department, Head Office

8-4, Izumi 2-chome, Suginami-ku, Tokyo

Forwarding offices:
  
All branch offices in Japan of

The Chuo Mitsui Trustand Banking Company, Limited, and

Head Office and branch offices of

Japan Securities Agency Corporation

 

**Article4.    (Method of Application, Offer and Notification, etc.)**

 

1. Requests, offers, notifications and applications pursuant to these regulations and other requests, offers, notifications and applications with respect to business the Company has assigned to the transfer agentshall be made to the transfer agent. 

 

2. Procedures stated inthe preceding paragraph shall be made in the form prescribed by the Company, bearing the registered seal impression prescribed in the provisions set forth in Article 14 hereof. 

 

3. If it is not possible to follow the procedures stated in the preceding paragraph, a document evidencing that the personin action legitimately bears the right to make such act shall be submitted to the Company. 

 

4. If any procedure stated in the first paragraph is made by a proxy, a document evidencing his or her power of representation and, if such procedure requires consent of a guardian or assistant, a document evidencingsuch consent shall be submitted to the Company. 

**CHAPTER II. REGISTRATION OF TRANSFER OF SHARES, ETC.**

 

**Article 5.    (Registration of Transfer of Shares)**

 

1. In the case of an application for registration of the transfer of shares,an application in a written form shall be submitted together with the share certificates concerned. 

 

2. In the case of a shareholder making an application for registration of the transfer of shares acquired for any reasons other than assignment,submission of a document evidencing such acquisition may be required upon the request of the Company. 

 

**Article 6.    (Registration of Transfer of Shares Otherwise Required by Laws and Regulations)**

 

When procedures such as approval, permission, acquisition of consent from another person, etc. are required under laws or regulations with respect to thetransfer of shares, an application in a written form shall be submitted together with the share certificates concerned and a document evidencing the completion of such procedures. 

 

**Article 7.    (Entries in the Beneficial Shareholders’ Register)**

 

Entries in the beneficial shareholders’ register shall be made inaccordance with the notice from the Center concerning the beneficial shareholders and the beneficial shareholders’ form. 

 

**Article 8.    (Beneficial Shareholder’s Form)**

 

Beneficial shareholders shall submit a beneficial shareholder’s form through a Participant. 

 

**Article 9.    (Consolidation of the Shareholders’ Register andBeneficial Shareholders’ Register)**

 

If a Shareholderentered in the shareholders’ register is identified as the same person as a beneficial shareholder entered in the beneficial shareholders’ register by way of his or her address and name, the number of shares entered in theshareholders’ register and that entered in the beneficial shareholders’ register shall be combined for the purposes of the execution of rights of that shareholder. 

 

**CHAPTER III. PLEDGES AND SHARES HELD IN TRUST**

 

**Article 10.    (Registration or Cancellation of Pledges)**

 

In the case of an application for registration, amendment or cancellation ofthe pledges on shares, an application in a written form jointly signed by the pledgor and pledgee shall be submitted together with the share certificates concerned. 

 

**Article 11.    ( Recording or Cancellation of Shares Held on Trust)**

 

In the case of an application for the recording or cancellation of sharesheld on trust an application in a written form shall be submitted by the trustor or the trustee together with the share certificates concerned. 

 

**CHAPTER IV. OPTION NOT TO HOLD SHARE CERTIFICATES**

 

**Article 12.    (Notice of Intention not to Hold Share Certificates)**

 

Any shareholder intending not to hold share certificates must submit a notice in a written form together with the sharecertificates concerned. Provided, however, that if the share certificates concerned have not been issued, such share certificates need not be submitted. 

 

-2- 

**Article 13.    (Application for Delivery of Share Certificates Which Shareholders have Intendednot to Hold)**

 

If a shareholder who has given a notice ofintention not to hold share certificates requests issuance of such share certificates or return thereof, an application in a written form to that effect shall be submitted by him or her. Provided, however, that any application for the issuance ofshare certificates for Shares Less Than One Unit may not be submitted in case that the Company intended not to issue share certificates in regard to Shares Less Than One Unit. 

 

**CHAPTER V. NOTIFICATIONS**

 

**Article 14.    (Notification of Address, Name and Seal Impression of Shareholders)**

 

1. Shareholders, beneficial shareholders and registered pledgees or theirstatutory agents shall notify the Company of their addresses, names and seal impressions. Provided, however, that non-Japanese may substitute their specimen signatures for seal impressions. 

 

2. In case of any change in the matters notified as described in thepreceding paragraph, notification to such effect shall be made. 

 

**Article15.    (Notification of Agent for Shareholders Residing Abroad)**

 

1. Shareholders, beneficial shareholders and registered pledgees residing abroad or their statutory agents shall appoint a standing proxy in Japan and notify the Company thereof in addition to the procedures set forthin the preceding Article. 

 

2. The provisions as described inArticle 14 apply,*mutatis mudandis*, to the standing agent stated in the preceding paragraph. 

 

**Article 16.    (Representative of a Corporation)**

 

1. If a shareholder or beneficial shareholder is a corporation, notification of its representative shall be made. 

 

2. In the case of any change of representative, a notification in a writtenform shall be submitted together with an extract copy of the commercial register. 

 

**Article 17.    (Representative of Shareholders who Jointly Own Shares)**

 

Shareholders and beneficial shareholders who jointly own shares must appoint a representative and submit a notification in a written form jointly signedby all such co-owners. In case of any change of representative, the same procedure shall apply. 

 

**Article 18.    (Change to Information in the Shareholders’ Register, the Beneficial Shareholders’ Register or Matters Indicated on Share Certificates)**

 

In the case of changes due to the reasons listed below which affect entriesto the shareholders’ register, beneficial shareholders’ register or matters indicated on share certificates, a notification in a written form shall be submitted together with the share certificates concerned and documentation certifyingthe relevant fact. Provided, however, that share certificates need not be submitted where they have not been issued or in the case of any change to the beneficial shareholders’ register: 

 

1. Change to family name or given name; 

 

2. Appointment, change to, or removal of a person with parental authority,guardian or other statutory agent; 

 

-3- 

3. Change to trade name or corporate name; or 

 

4. Change to the corporate organization. 

 

**Article 19.    (Exception in Regard to Notifications Made byBeneficial Shareholders)**

 

Any notification to be made by abeneficial shareholder according to this chapter shall be made through a Participant. Provided, however, that where the change relates only to the registered seal impression, notification need not be made through a Participant. 

 

**CHAPTER VI. REISSUANCE OF SHARE CERTIFICATES**

 

**Article 20.    (Reissuance Due to a Split or Consolidation of Shares)**

 

In the case of an application for the issue of new sharecertificates due to a split or consolidation of shares, an application in a written form shall be submitted together with the share certificates concerned. 

 

**Article 21.    (Reissuance Due to Mutilation or Defacement)**

 

In the case of an application for the issue of new share certificates due to mutilation or defacement of share certificates,an application in a written form shall be submitted together with the share certificates concerned. Provided, however, that if the share certificates are stained or damaged to such an extent that it is difficult to ascertain their authenticity, theprocedures set forth in Article 7 shall apply. 

 

**Article22.    (Reissuance Due to Completed Column)**

 

In the case that the column for entry of the names of shareholders on a share certificate has been completed to capacity, the Company shall take back such share certificate and issue a new share certificate. 

 

**CHAPTER VII. REISSUANCE OF SHARE CERTIFICATES DUE TO LOSS**

 

**Article 23.    (Registration of Lost Share Certificates andApplication for Cancellation)**

 

1. Any person who appliesfor the registration of a lost share certificate(s) shall submit an application form together with a document certifying the acquisition of such certificate(s), a document certifying the loss of such certificate(s), and proof of identification;provided, however, that if the person who applies for the registration of a lost share certificate(s) is the registered holder of the lost share certificate(s) or is the registered pledgee of the h lost share certificate(s), such person need onlysubmit a written document certifying the loss of such share certificate(s). 

 

2. Any person who has registered a lost share certificate(s) and wishes to apply for the cancellation of that registration as referred to in the preceding paragraph shall submit an application form. 

 

**Article 24.    (Objection to Registration of a Lost ShareCertificates)**

 

When any objection to a registration of alost share certificate(s) is applied for, an application form shall be submitted together with share certificates and evidence of the identity of the applicant. However, if such an application is filed by a shareholder or registered pledgee,evidence of the identity of the applicant is not required to be submitted. 

 

**Article 25.    (Reissue of Expired Share Certificates)**

 

A request in a written form shall be submitted for the reissue of an expired share certificate(s). 

 

-4- 

**Article 26.    (Mutatis Mutandis Application to Various Notifications)**

 

In the case where any person who has registered a lost share certificate(s)is not a shareholder or registered pledgee, and if such person desires to change the relevant entry or record in the register of lost share certificates, the provisions of Articles 14 through 18 shall apply *mutatis mutandis*. 

 

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

 

**Article 27.    (Request for the Purchase of Shares Less Than One Unit)**

 

1. In case of an application for the purchase of SharesLess Than One Unit, a request in a written form shall be submitted together with the share certificates concerned. Provided, however, that if the share certificates concerned have not been issued, such share certificates need not be submitted.

 

2. In the case of a beneficial shareholder requesting thepurchase of Shares Less Than One Unit, such request shall be made through a Participant and the Center. 

 

**Article 28.    (Determination of Purchase Price)**

 

In the case of a request stated in the preceding Article being made, the purchase price shall be obtained by multiplying the number of shares by theclosing price per share of the Company in trading on the Tokyo Stock Exchange on the day on which the request reached the transfer agent’s place of business for handling shares as set out in Article 3 hereof. If there is no trading on that day,or if that day is a holiday of the Stock Exchange, the value per share taken will be that of the first trading price effected on any day subsequent to such day. 

 

**Article 29.    (Payment of Proceeds for Purchase)**

 

1. The proceeds for purchase shall be paid to the shareholder who has requested the purchase of Shares Less Than One Unit without delay after four (4)business days from the day on which the purchase price was determined at the place of business for handling shares where the request was received. 

 

2. At the time of paying the proceeds for purchase stated in the preceding paragraph, fees prescribed in Paragraph 3 of Article 40 shall be deducted.

 

**Article 30.    (Transfer of Shares Purchased)**

 

1. The title to Shares Less Than One Unit requested forpurchase shall be transferred to the Company on the day on which the payment procedure of the proceeds for purchase was completed pursuant to the preceding Article. Provided, however, that in the case of a delay in receiving the proceeds by theshareholder who has requested the purchase of shares, the title to the Shares Less Than One Unit concerned shall be transferred to the Company on the day on which the Company makes a verbal notification or, in the case of delivering a reminder bymail, on the day when such mail is dispatched. 

 

2. If it isestablished that the purchase price of Shares Less Than One Unit in respect of which the Company has received a request of purchase includes a dividend right, a subscription right to new shares or some other right, and the day on which shareholdersentitled to execute such rights are determined passes without the purchase proceeds being received by the shareholder who requested purchase of the shares, the title to the shares concerned is deemed to be transferred to the Company at the close ofbusiness on that day, regardless of the provisions of the preceding paragraph. 

 

-5- 

**CHAPTER IX. REQUEST FOR SALE OF SHARES LESS THAN ONE UNIT**

 

**Article 31.    (Method of Requesting Sale of Shares Less Than OneUnit)**

 

1. When any shareholder or beneficial shareholderof Shares Less Than One Unit requests the sale of the number of Shares Less Than One Unit that will, when added to the Shares Less Than One Unit already held by that shareholder, constitute one unit of shares (such a request is hereinafter referredto as an “Additional Purchase Request”), such shareholder shall submit an Additional Purchase Request form together with the relevant share certificates and the estimated price for shares to be additionally purchased as set forth in thefollowing Article; provided, however, that if the relevant share certificates have not been issued, such share certificates need not be submitted. 

 

2. In the case of a beneficial shareholder making a request referred to in the preceding paragraph, such request shall be made through a Participant andthe Center. 

 

**Article 32.    (Estimated Price for Sharesto Be Additionally Purchased)**

 

1. The estimated price forshares to be additionally purchased shall be the last price per share of the Company in trading on the Tokyo Stock Exchange on the business day immediately preceding the day on which the relevant Additional Purchase Request documents as set forth inthe preceding paragraph reaches the transfer agent’s place of business or any of its forwarding offices as set forth in Article 3 (in the case where there is no trading effected on such business day, the last trading price effected on the dayimmediately preceding such business day) multiplied by the number of shares for which the application for additional purchase is made and multiplied further by 1.3, and any fraction of such amount less than ¥1,000 resulting from such calculationshall be rounded up to the nearest thousand yen. 

 

2. TheCompany shall not process any Additional Purchase Request as set forth in the preceding Article if the estimated price submitted for shares to be additionally purchased is less than the amount provided for in the preceding paragraph. 

 

**Article 33.    (Additional Purchase Requests Exceeding the Balance ofTreasury Shares)**

 

If the total number of shares for whichAdditional Purchase Requests are made on the same day exceeds the number of the transferable treasury shares held by the Company (excluding those treasury shares held for specific purposes), any Additional Purchase Requests made on such day shallnot be effective. 

 

**Article 34.    (Effective Date ofAdditional Purchase Requests)**

 

An Additional PurchaseRequest shall become effective on the day on which both the relevant Additional Purchase Request documents as set forth in Article 31 and the estimated price for shares to be additionally purchased as set forth in Article 32 reach the transferagent’s place of business for handling shares as set forth in Article 3. 

 

**Article 35.    (Periods during which Additional Purchase Requests are not Accepted)**

 

1. The Company will suspend the acceptance of any Additional Purchase Requests during the period commencing on the 12th business day prior to March 31 andending on March 31 and during the period commencing on the 12th business day prior to September 30 and ending on September 30. 

 

2. Notwithstanding the provisions of the preceding paragraph, the Company may set other periods during which the acceptance of Additional PurchaseRequests is suspended if the Company deems it necessary. 

 

-6- 

**Article 36.    (Determination of the Price of Shares to be Additionally Purchased)**

 

1. The price per share of shares to be additionally purchased shall bethe last price per share of the Company in trading on the Tokyo Stock Exchange on the day on which the relevant Additional Purchase Request becomes effective. If there is no trading on such day or if such day is a holiday of the Stock Exchange, theprice shall be that of the first traded price thereafter. 

 

2.The price of shares to be additionally purchased shall be the price per share in accordance with the preceding paragraph multiplied by the number of shares for which the Additional Purchase Request has been made. 

 

3. If the estimated price for shares to be additionally purchased as setforth in Article 32 is less than the total sum of the price for shares to be additionally purchased as set forth in the preceding paragraph and charges set forth in Article 40 (such sum is hereinafter referred to as “Additional PurchaseProceeds”), the amount of the shortfall shall be requested to be paid by the person who made the relevant Additional Purchase Request. In such case, if the shortfall is not paid within 5 business days from the day after payment is requested,such Additional Purchase Request will be cancelled. 

 

**Article37.    (Receipt of Additional Purchase Proceeds)**

 

1. The Company shall receive the Additional Purchase Proceeds from the estimated price for shares to be additionally purchased on a day to be specified by the Company which shall be within 6 business days from thedate on which the price of the shares to be additionally purchased is determined or from the date on which the amount of the shortfall in accordance with paragraph 3 of the preceding Article is paid; provided, however, that if the price of shares tobe additionally purchased is a price cum rights, such as those relating to a dividend, stock split or new share subscription, the Additional Purchase Proceeds must be received by the relevant record date or allotment date. 

 

2. After the Additional Purchase Proceeds as prescribed in the precedingparagraph has been deducted from the estimated price for shares to be additionally purchased, the balance shall be returned by bank transfer to a bank account specified by the shareholder who made the relevant Additional Purchase Request or bypostal transfer cash payment. 

 

**Article 38.    (Transferof Shares Additionally Purchased)**

 

Treasury shares forwhich an Additional Purchase Request has been made shall be transferred to the shareholder or beneficial shareholder who made the Additional Purchase Request on the day on which the Additional Purchase Proceeds in accordance with the precedingArticle is received in full. 

 

**Article 39.    (Deliveryof Share Certificates)**

 

For such shares that have come toconstitute one whole unit of shares due to any Additional Purchase Request, a share certificate shall, without delay, be issued and delivered to the shareholder who made the relevant Additional Purchase Request; provided, however, that thisprovision does not apply in the case where a beneficial shareholder made such Additional Purchase Request. 

 

-7- 

**CHAPTER X. FEES**

 

**Article 40.    (Fees)**

 

1. When a shareholder receives share certificates pursuant to Article 13 (Intention not to hold Share Certificates), Article 20 (Split), Article 21(Mutilation or Defacement) or Article 25 (Expiration), he or she shall pay a total fee of fifty (50) yen per certificate plus applicable stamp duty. 

 

2. When an application for registration of a lost share certificate is made in accordance with Article 23, a lost share certificate application fee of¥8,600 is payable per application and a fee of ¥500 is payable per each lost share certificate registered. 

 

3. When a shareholder requests the purchase of Shares Less Than One Unit pursuant to Article 27 or requests the sale of Shares Less Than One Unit pursuantto Article 31, he or she shall pay the relevant fees in respect to commission payable on the trade of shares, prescribed specifically. 

 

-End- 

 

-8-