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Exhibit 1.2

(Translation)

NISSIN CO., LTD.

SHARE HANDLING REGULATIONS

Chapter I. General Provisions

(Purpose)

Article 1. The handling of shares of the Company shall be governed as
provided for in these Regulations, in accordance with Article 9 of the Articles
of Incorporation; provided, however, that the handling relating to beneficial
shareholders shall be governed as provided for by Japan Securities Depository
Center, Inc. (the Center), as well as by these Regulations.

(Name of transfer agent and its place of business)

Article 2. The transfer agent and its place of business and transmitting
offices in respect of the register of shareholders and the register of
beneficial shareholders of the Company shall be as follows:

|                          |  |                                                                                                                       
|------------------------- |  | ----------------------------------------------------------------------------------------------------------------------
|Transfer agent:          
|                         
|                          |  | The Mitsubishi Trust and Banking Corporation
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo                               
|                         
|Its place of business:   
|                         
|                          |  | The Mitsubishi Trust and Banking Corporation
Stock Transfer Agency Division
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo
|                         
|Its transmitting offices:
|                         
|                          |  | Branch offices throughout Japan of
The Mitsubishi Trust and Banking Corporation                                       

(Denominations of share certificates)

Article 3. The share certificates to be issued by the Company shall be in
the denominations of 100, 1,000 and 10,000 shares.

(Procedure of application, request, notification and notice)

Article 4. Any procedure, such as an application, request, notification or
notice, for the matters entrusted to the transfer agent by the Company shall be
directed to the transfer agent.

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2.     Any application, request, notification or notice under these Regulations
shall be made or given in the form prescribed by the Company and shall be
affixed with the seal notified pursuant to the provisions of Article 14 hereof.

3.     If any application, request, notification or notice under the preceding
paragraph requires the consent of a guardian or aide, a document evidencing the
consent shall be submitted.

4.     If any application, request, notification or notice under paragraph 2 above
is made or given by agent, a document evidencing such agents power of
representation shall be submitted.

Chapter II. Registration of Transfer

(Registration of transfer)

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

2.     In the case of an application for the registration of a transfer of shares
due to any cause other than assignment, the application shall be submitted
together with the share certificates concerned and a document establishing the
acquisition of the shares; provided, however, that it shall not be required to
submit share certificates if the share certificates have not been issued.

(Registration of transfer in case specifically provided for in laws or
ordinances)

Article 6. In case any specific procedure is required to be followed under
any law or ordinance for a transfer of shares, the application shall be
submitted together with the share certificates concerned and a document showing
the completion of such procedure.

Chapter III. Entries or Records in the Register of Beneficial Shareholders

(Filing of beneficial shareholder cards)

Article 7. In case of an application for entries or records in the
register of beneficial shareholders, a beneficial shareholder card prescribed
by the Center shall be filed through a member of the central depository and
clearing system for share certificates.

(Entries or records in the register of beneficial shareholders)

Article 8. Entries or records in the register of beneficial shareholders
shall be made on the basis of notices relating to beneficial shareholders filed
by the Center as well as on the basis of beneficial shareholder cards mentioned
in the preceding Article.

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(Aggregation)

Article 9. If a shareholder appearing or recorded in the register of
shareholders and a beneficial shareholder appearing or recorded in the register
of beneficial shareholders are considered to be the same person on the ground
of their addresses and names, the respective numbers of shares in the register
of shareholders and the register of beneficial shareholders shall be added up
for the purpose of the exercise of rights as a shareholder.

Chapter IV. Registration of Pledge and
Indication of Trust Property

(Registration, alteration or cancellation of a pledge)

Article 10. In the case of an application for the registration of a pledge
on shares or for the alteration or cancellation thereof, the application
affixed with the joint signatures of the pledgor and the pledgee shall be
submitted together with the share certificates concerned.

(Indication of trust property or cancellation thereof)

Article 11. In the case of an application for the indication of trust
property in respect of shares or for the cancellation thereof, the trustor or
trustee shall submit the application together with the share certificates
concerned.

Chapter V. Non-Possession of Share Certificates

(Notice of non-possession of share certificates)

Article 12. In the case of a notice of non-possession of share
certificates, the written notice thereof shall be submitted together with the
share certificates concerned; provided, however, that it shall not be required
to submit share certificates if the share certificates have not been issued.

(Application for delivery of unpossessed share certificates)

Article 13. In case a shareholder who has given notice of non-possession
of share certificates applies for the issuance of the share certificates, such
shareholder shall submit an application to that effect.

Chapter VI. Notification of Various Matters

(Notification of addresses, names and seals of shareholders, etc.)

Article 14. Shareholders, beneficial shareholders, registered pledgees or
their legal representatives shall file notification of their addresses, names
and seals; provided, however, that foreigners may substitute signatures for
seals.

2.     In the case of a change occurring in the matters notified under the
preceding paragraph, notification thereof shall be filed.

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(Notification of addresses to receive notices by shareholders, etc. residing abroad)

Article 15. Shareholders, beneficial shareholders, registered pledgees or
their legal representatives residing abroad shall appoint their standing
proxies or file notification of addresses to receive notices, within Japan, in
addition to following the procedures set forth in the preceding Article.

2.     The provisions of the preceding Article shall apply, mutatis mutandis, to
standing proxies.

(Representative of a corporation)

Article 16. If a shareholder or beneficial shareholder is a corporation,
such shareholder or beneficial shareholder shall file notification of its
representative.

2.     In the case of a change of such representative notified under the preceding
paragraph, notification thereof shall be filed together with an extract copy
from the corporate register.

(Notification of representative for jointly owned shares)

Article 17. Shareholders or beneficial shareholders owning shares jointly
shall appoint their representative and file notification thereof under the
joint signatures of all the co-owners.

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

(Alteration of statements appearing in the register of shareholders and the
register of beneficial shareholders and on the share certificates)

Article 18. If it is desired to have the statements appearing in the
register of shareholders and the register of beneficial shareholders and on the
share certificates altered for any of the following causes, notification
thereof shall be submitted together with the share certificates concerned and
an extract copy from the family register or the corporate register or a
certificate of registered matters; provided, however, that it shall not be
required to submit share certificates if the share certificates have not been
issued or in the case of any alteration of statements appearing in the register
of beneficial shareholders:



| | (1) |  | Change of surname or given name.                           
| | --- |  | -----------------------------------------------------------
|
| | (2) |  | Appointment, change or discharge of a legal representative.
|
| | (3) |  | Change of trade name or corporate name.                    
|
| | (4) |  | Corporate reorganization.                                  

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(Method of notification by beneficial shareholders)

Article 19. In case a beneficial shareholder files notification pursuant
to this Chapter, the notification shall be filed through a member of the
central depository and clearing system for share certificates, except for
notification of a change of the registered seal filed by a beneficial
shareholder directly with the Company in accordance as provided for by the
Center.

Chapter VII. Registration of Loss of Share Certificates

(Application for registration of loss of share certificates)

Article 20. In case of an application for the registration of loss of
share certificates, the application in the prescribed form shall be submitted
together with a document showing the fact that the applicant has lost the share
certificates.

2.     In case the applicant for the registration of loss of share
certificates is not a shareholder or registered pledgee appearing in the
register of shareholders, the application shall be submitted together with a
document showing that the applicant has held the share certificates and a
document identifying the applicant, in addition to the document mentioned in
the preceding paragraph.

(Application for cancellation of registration of loss of share certificates)

Article 21. In case the registrant of loss of share certificates has found
the share certificates, the registrant shall make an application in the
prescribed form for cancellation of the registration thereof.

(Application for objection to registration of loss of share certificates)

Article 22. In case of an application for objection to the registration of
loss of share certificates, the application in the prescribed form shall be
submitted together with the share certificates concerned.

2.     In case the applicant for objection to the registration of loss of
share certificates is not a shareholder or registered pledgee appearing in the
register of shareholders, the application shall be submitted together with a
document identifying the applicant, in addition to the document mentioned in
the preceding paragraph.

(Alteration of statements appearing or recorded in the register of loss of
share certificates)

Article 23. If any registrant of loss of share certificates desires to
have his address, name or other statements appearing or recorded in the
register of loss of share certificates altered, the provisions of Article 14
through Article 18 shall apply, mutatis mutandis.

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Chapter VIII. Reissue of Share Certificates

(Reissue due to division or consolidation)

Article 24. In the case of an application for the issuance of new share
certificates due to division or consolidation of share certificates, the
application shall be submitted together with the share certificates concerned.

(Reissue due to loss)

Article 25. In the case of an application for the issuance of new share
certificates after share certificates are invalidated as a result of the
registration of loss of the share certificates or in accordance with the
procedure as provided for in Article 216, paragraph 1 of the Commercial Code of
Japan, the application in the prescribed form be submitted.

(Reissue due to disfigurement or mutilation)

Article 26. In the case of an application for the issuance of new share
certificates due to disfigurement or mutilation of share certificates, the
application shall be submitted together with the share certificates concerned;
provided, however, that if it is difficult to ascertain the genuineness of the
share certificates, the procedure for the registration of loss of share
certificates shall be followed.

(Reissue due to the space being used up)

Article 27. In case the columns for persons acquiring a share certificate
have been used up, such share certificate shall be withdrawn and a new share
certificate shall be issued.

Chapter IX. Purchase of Less-Than-One-Unit Shares

(Purchase request)

Article 28. In case a shareholder makes a request for the purchase of
less-than-one-unit shares, the shareholder shall submit the written request in
the form prescribed by the Company.

2.     In the case of a request under the preceding paragraph, a beneficial
shareholder shall submit the written request through a member of the central
depository and clearing system for share certificates and the Center.

(Determination of purchase price)

Article 29. The per-share purchase price of less-than-one-unit shares
shall be the final price on the Tokyo Stock Exchange on the day on which the
purchase request is received at the transfer agents place of business or any
of its transmitting offices set forth in Article 2 hereof; provided, however,
that if no sale and purchase transaction is validly made on that day or it
falls on a holiday of the Tokyo Stock Exchange, it shall be the price at which
the first sale and purchase transaction is validly made thereafter.

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2.     The purchase price shall be an amount obtained by multiplying the per-share
purchase price determined under the preceding paragraph, by the number of
shares requested to be purchased.

(Payment of purchase price)

Article 30. The Company shall pay the purchase price to the requesting
party within six (6) business days counting from the day next following the day
on which the purchase price was determined under the preceding Article, with
the deduction of the fees specified in Article 32 hereof; provided, however,
that if the purchase price is cum dividend or cum right such as a right to
receive shares due to a stock split or to subscribe for new shares, the
purchase price shall be paid no later than the record date or the allocation
date.

(Passing of the purchased shares)

Article 31. The less-than-one-unit shares requested to be purchased shall
pass to the Company on the day on which the procedure for payment of the
purchase price under the preceding Article has been completed.

Chapter X. Fees

(Fees)

Article 32. Fees for the handling of shares of the Company shall be as
listed below and consumption taxes levied thereon shall be collected
separately:



| | 1. |  | Loss of share certificates under Article 20 hereof:                                                                                                                                           
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    |  | ¥10,000 in each instance of the registration of loss of share certificates                                                                                                                    
|
| |    |  | ¥500 for each sheet of share certificate registered as lost                                                                                                                                   
|
| |    |  | In case of any application for cancellation of the registration of
loss of share certificates, no fees for the registration of loss of
share certificates already collected shall be refunded.
|
| | 2. |  | Purchase of less-than-one-unit shares under Article 24 hereof:                                                                                                                                
|
| |    |  | An amount to be separately specified as equivalent to the brokerage
commission for sale and purchase of shares.                                                                               

Chapter XI. Supplementary Provisions

(Amendment and abolition)

Article 33. Any amendment to or abolition of these Regulations shall be
governed as provided for in the Rules for Rule Administration.

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(Effectuation)

Article 34. These Regulations shall become effective as from February 23,
1989.

(Effective date of amendment)

Article 35. These Regulations, as amended, shall become effective as from
March 30, 1991.

2.     These Regulations, as amended, shall become effective as from August 1, 1992.

3.     These Regulations, as amended, shall become effective as from February 1, 1994.

4.     These Regulations, as amended, shall become effective as from April 1, 1994.

5.     These Regulations, as amended, shall become effective as from August 1, 1995.

6.     These Regulations, as amended, shall become effective as from June 28, 1996.

7.     These Regulations, as amended, shall become effective as from September 5, 1996.

8.     These Regulations, as amended, shall become effective as from September 8, 1998.

9.     These Regulations, as amended, shall become effective as from December 14,
1998.

10.     These Regulations, as amended, shall become effective as from October 1, 1999.

11.     These Regulations, as amended, shall become effective as from February 14, 2000.

12.     These Regulations, as amended, shall become effective as from October 10, 2001.

13.     These Regulations, as amended, shall become effective as from June 22, 2002.

14.     These
Regulations, as amended, shall become effective as from April 1,
2003; provided, however, that Article 2 hereof, as amended,
               shall become effective as from May 6, 2003.

15.     These Regulations, as amended, shall become effective as from June 1, 2003.

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