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Exhibit 1.1

(Translation)

ARTICLES OF INCORPORATION
OF
NISSIN CO., LTD.

Chapter I. General Provisions

(Trade name)

Article 1. The Company shall be called Kabushiki Kaisha Nissin, which
shall be written NISSIN CO., LTD., in English.

(Objectives)

Article 2. The objectives of the Company shall be to engage in the
following activities:



| | (1)  |  | Consumer financing, commercial financing and the business of
mediation, guarantee and agency for these financings;                                                                            
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2)  |  | Lease, rent, sale, purchase and intermediation of real
estate;                                                                                                                                
|
| | (3)  |  | Sale and purchase of securities;                                                                                                                                                              
|
| | (4)  |  | Non-life insurance agency business, activities relating to
the offering of life insurance policies, and insurance agency
business pursuant to the Automobile Liability Indemnity Law of
Japan;
|
| | (5)  |  | Investment and management consulting services for business
organizations;                                                                                                                     
|
| | (6)  |  | Collection agency;                                                                                                                                                                            
|
| | (7)  |  | Computation surrogate business;                                                                                                                                                               
|
| | (8)  |  | Contract for advertising and general publicity;                                                                                                                                               
|
| | (9)  |  | Factoring;                                                                                                                                                                                    
|
| | (10) |  | Development and sale of computer software;                                                                                                                                                    
|
| | (11) |  | Sale of computers and their peripherals;                                                                                                                                                      
|
| | (12) |  | Operation and lease of sport facilities;                                                                                                                                                      
|
| | (13) |  | Corporate accounting and labor management surrogate business;                                                                                                                                 

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| | (14) |  | Internet service provider business;                                                                                                           
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|
| | (15) |  | Advertising and general publicity business on the Internet;                                                                                   
|
| | (16) |  | Intermediation of money loans by utilizing the Internet;                                                                                      
|
| | (17) |  | Business concerning acceptance of planning, development and production of
software relating to the Internet, and consulting services therefor;
|
| | (18) |  | Business relating to general bridal services;                                                                                                 
|
| | (19) |  | Business of planning, managing and coordinating various kinds
of events;                                                                      
|
| | (20) |  | Business relating to the giving of various kinds of culture
classes and classes for acquiring various kinds of licenses;                      
|
| | (21) |  | Planning and production of advertisements and general
publicity, and advertising agency;                                                      
|
| | (22) |  | Business of offering compulsory automobile inspection services; and                                                                           
|
| | (23) |  | All activities incidental to any of the foregoing items.                                                                                      

(Location of head office)

Article 3. The Company shall have its head office in Matsuyama City, Ehime
Prefecture.

(Method of giving public notices)

Article 4. Public notices of the Company shall be inserted in the Nihon
Keizai Shimbun.

Chapter II. Shares

(Total number of shares to be issued by the Company)

Article 5. The total number of shares authorized to be issued by the
Company shall be 480,000,000 shares; provided, however, that in case any shares
are cancelled, the number of shares so cancelled shall be subtracted from the
total number of shares so authorized.

(Number of shares to constitute one unit and non-issuance of certificates for
less-than-one-unit shares)

Article 6. The number of shares to constitute one unit of shares of the
Company shall be 100 shares.

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2.     The Company shall not issue certificates for shares constituting less
than one unit of shares (less-than-one-unit shares).

(Transfer agent)

Article 7. The Company shall have a transfer agent with respect to its
shares.

2.     The transfer agent and its place of business shall be selected by
resolution of the Board of Directors and public notice shall be given thereof.

3.     The register of shareholders (including the register of beneficial
shareholders; the same applies hereinafter) and the register of lost share
certificates of the Company shall be kept at the transfer agents place of
business and the registration of a transfer of shares, registration of lost
share certificates, registration of a pledge and indication of trust property
or cancellation thereof, non-possession of share certificates, delivery of
share certificates, purchase of less-than-one-unit shares, receipt of
notifications, receipt of notices of beneficial shareholders and other business
relating to its shares shall be handled by the transfer agent and not by the
Company.

(Share Handling Regulations)

Article 8. The denominations of share certificates, registration of a
transfer of shares, registration of lost share certificates, registration of a
pledge, indication of trust property, non-possession of share certificates,
reissue of share certificates, purchase of less-than-one-unit shares, receipt
of notifications, receipt of notices of beneficial shareholders and other
procedures relating to its shares and the fees therefor shall be governed by
the Share Handling Regulations to be established by the Board of Directors.

(Record date)

Article 9. The Company shall treat the shareholders (including the
beneficial shareholders; the same applies hereinafter) appearing or recorded in
the final register of shareholders as of March 31 of each year as shareholders
entitled to exercise their rights at the Ordinary General Meeting of
Shareholders relating to the relevant closing date of accounts.

2.     In addition to the preceding paragraph, if it is necessary to determine
the persons entitled to exercise their rights, the Company shall treat the
shareholders or the registered pledgees appearing or recorded in the final
register of shareholders as of a specified date as shareholders or registered
pledgees entitled to exercise their rights, upon giving prior public notice.

Chapter III. General Meeting of Shareholders

(Time and place to convene General Meetings of Shareholders)

Article 10. The Ordinary General Meeting of Shareholders shall be convened
in June of each year and an extraordinary General Meeting of Shareholders shall
be convened
from time to time as the necessity arises.

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2.     A General Meeting of Shareholders shall be convened at the seat of the head
office or any place adjacent thereto or elsewhere in Shinjuku-ku, Tokyo.

(Exercise of voting rights by proxy)

Article 11. In the event that a shareholder desires to exercise his/her
voting rights by proxy, such proxy shall be another shareholder of the Company
having voting rights.

(Requirement for adopting resolutions of the General Meeting of Shareholders)

Article 12. Unless otherwise provided for in laws or ordinances or in
these Articles of Incorporation, resolutions of the General Meeting of
Shareholders shall be adopted by a majority of the votes of the shareholders
present.

2.     A resolution set forth in Article 343 of the Commercial Code and any
other resolution to which the method of resolution under the said Article shall
apply mutatis mutandis in the Commercial Code and other laws or ordinances
shall be adopted by not less than two-thirds (2/3) of the voting rights held by
the shareholders present at a General Meeting of Shareholders, who shall hold
not less than one-third (1/3) of the total number of voting rights held by all
shareholders.

(Convener and chairman of General Meetings of Shareholders)

Article 13. General Meetings of Shareholders shall be convened in
accordance with the resolution of the Board of Directors by the President, who
shall preside over such General Meetings of Shareholders.

2.     In case the President is unable to act, one of the other Directors shall act
in his place in the order previously determined by the Board of Directors.

Chapter IV. Directors and Board of Directors

(Number of Directors)

Article 14. The Company shall have not more than 12 Directors.

(Election of Directors)

Article 15. Directors shall be elected by the General Meeting of Shareholders.

2.     Resolutions for the election of Directors shall be adopted at a General
Meeting of Shareholders at which shareholders who hold one-third or more of the
voting rights of all

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the shareholders shall be present, by a majority of the
votes of the shareholders so present.

3.     No cumulative voting shall be used for the election of Directors.

(Term of office of Directors)

Article 16. The term of office of Directors shall expire at the close of
the Ordinary General Meeting of Shareholders relating to the closing date of
accounts last to occur within one (1) year after their assumption of office.

(Power of the Board of Directors)

Article 17. The Board of Directors shall make decisions on the matters as
provided for in laws or ordinances or in these Articles of Incorporation and
other important matters relating to the execution of business of the Company
and supervise the execution by Directors of their duties.

(Notice of meetings of the Board of Directors)

Article 18. Notice for convening a meeting of the Board of Directors shall
be dispatched to each Director and each Statutory Auditor not later than two
(2) days prior to the date of the meeting; provided, however, that such period
of notice may be shortened in case of an urgent necessity.

(Appointment of Representative Directors)

Article 19. The Board of Directors shall, by its resolution, appoint a
Director or Directors to represent the Company.

(Appointment of Directors with specific titles)

Article 20. The Board of Directors shall, by its resolution, appoint a
President.

2.     The Board of Directors may, by its resolution, appoint one (1) Chairman of
the Board, one (1) or more Executive Vice Presidents, Senior Managing Directors
and Managing Directors.

(Appointment of Counsellors)

Article 21. The Company may, by resolution of the Board of Directors,
appoint one (1) or more Counsellors.

(Remuneration and retirement gratuities of Directors)

Article 22. Remuneration and retirement gratuities of Directors shall be
determined by resolution of the General Meeting of Shareholders.

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(Regulations of the Board of Directors)

Article 23. The conduct of meetings of the Board of Directors and other
matters relating thereto shall be governed by the Regulations of the Board of
Directors to be
established by the Board of Directors.

(Indemnity of Directors)

Article 24. The Company may exempt any Director from liabilities as
provided for in Article 266, paragraph 1, item 5 of the Commercial Code of
Japan to the extent allowed by laws or ordinances, by resolution of the Board
of Directors in accordance with the provisions of Article 266, paragraph 12 of
the said code.

(Agreement with outside Director to limit liabilities)

Article 25. The Company may enter into an agreement with any outside
Director that such outside Director shall assume liability for any damage that
may be caused to the Company by any act of the outside Director as provided for
in Article 266, paragraph 1, item 5 of the Commercial Code of Japan, only
within the larger of (i) the amount determined in advance which shall be not
less than ¥20,000,000 and (ii) the aggregate amount as provided for in laws or
ordinances, pursuant to Article 266, paragraph 19 of the said code.

Chapter V. Statutory Auditors and Board of Statutory Auditors

(Number of Statutory Auditors)

Article 26. The Company shall have not more than four (4) Statutory
Auditors.

(Election of Statutory Auditors)

Article 27. Statutory Auditors shall be elected by the General Meeting of
Shareholders.

2.     Resolutions for the election of Statutory Auditors shall be adopted at
a General Meeting of Shareholders at which shareholders who hold one-third or
more of the voting rights of all the shareholders shall be present, by a
majority of the votes of the shareholders so present.

(Term of office of Statutory Auditors)

Article 28. The term of office of Statutory Auditors shall expire at the
close of the Ordinary General Meeting of Shareholders relating to the closing
date of accounts last to occur within four (4) years after their assumption of
office.

2.     The term of office of a Statutory Auditor elected to fill a vacancy
shall expire at such time as the term of office of the retired Statutory
Auditor would have expired.

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(Notice of meetings of the Board of Statutory Auditors)

Article 29. Notice for convening a meeting of the Board of Statutory
Auditors shall be dispatched to each Statutory Auditor not later than two (2)
days prior to the date of
the meeting; provided, however, that such period of notice may be
shortened in case of an urgent necessity.

(Full-time Statutory Auditors)

Article 30. The Statutory Auditors shall appoint a full-time Statutory
Auditor or Auditors from among their number.

(Remuneration and retirement gratuities of Statutory Auditors)

Article 31. Remuneration and retirement gratuities of Statutory Auditors
shall be determined by resolution of the General Meeting of Shareholders.

(Regulations of the Board of Statutory Auditors)

Article 32. The conduct of meetings of the Board of Statutory Auditors and
other matters relating thereto shall be governed by the Regulations of the
Board of Statutory Auditors to be established by the Board of Statutory
Auditors.

(Indemnity of Statutory Auditors)

Article 33. The Company may exempt any Statutory Auditor from liabilities
to the extent allowed by law or ordinances, by resolution of the Board of
Directors in accordance with the provisions of Article 280, paragraph 1 of the
Commercial Code of Japan.

Chapter VI. Accounts

(Business year and closing date of accounts)

Article 34. The business year of the Company shall begin on April 1 of
each year and end on March 31 of the following year and its accounts shall be
closed on the last day of each such business year.

(Payment of dividends)

Article 35. Dividends of the Company shall be paid to the shareholders or
the registered pledgees appearing or recorded in the register of shareholders
as of the closing date of accounts of each business year.

(Interim dividends)

Article 36. The Company may, by resolution of the Board of Directors, make
cash distribution as provided for in Article 293-5 of the Commercial Code of
Japan (interim dividends) to the shareholders or the registered pledgees
appearing or recorded in the final register of shareholders as of September 30
of each year.

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(Period of limitations on dividends, etc.)

Article 37. The Company shall be relieved of the obligation to pay any
dividend or interim dividend upon expiration of three (3) full years from the
day on which such any dividend or interim dividend became due and payable.

Supplementary provision

With respect to the term of office of the Statutory Auditors who will be
in office prior to the close of the Ordinary General Meeting of Shareholders
relating to the business year ending March 31, 2003, the phrase within four
(4) years after their assumption of office in the provision of Article 28
shall be read within three (3) years after their assumption of office.

This supplementary provision shall be deleted upon expiration of the date
mentioned in the preceding paragraph.

(As amended on June 24, 2003 by resolution at the 44th Ordinary General Meeting
of Shareholders)

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