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Exhibit 1.3

(Translation)

NISSIN CO., LTD.

REGULATIONS OF THE BOARD OF DIRECTORS

Chapter I. General Provisions

(Purpose)

Article 1. Except as otherwise provided for in laws or ordinances or in
the Articles of Incorporation, all matters concerning meetings of the Board of
Directors of NISSIN CO., LTD. shall be governed as provided for in these
Regulations.

(Composition)

Article 2. The Board of Directors shall be composed of the Directors.

(Statutory Auditors)

Article 3. Statutory Auditors may attend any meeting of the Board of
Directors and express their opinions thereat.

(Attendance of persons other than Directors and Statutory Auditors)

Article 4. The Board of Directors may cause persons other than Directors
and Statutory Auditors to attend its meeting and give their opinions or
explanations thereat.

(Holding of meetings)

Article 5. Ordinary meetings of the Board of Directors shall be held at
the head office once each month, in principle; provided, however, that if the
necessity arises, the convener may change the place of meeting, upon giving
prior notice.

2.     In addition to ordinary meetings of the Board of Directors, extraordinary
meetings of the Board of Directors may be held as the necessity arises.

(Secretariat)

Article 6. The Board of Directors shall have a secretariat, which shall be
assigned to the Corporate Planning Department.





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Chapter II. Convocation

(Convener)

Article 7. Unless otherwise provided for in laws or ordinances, meetings
of the Board of Directors shall be convened by the President. If 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.

(Convocation procedure)

Article 8. Notice for convening a meeting of the Board of Directors,
stating the date, hour, place and matters forming the objects of the meeting,
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 with
regard to an ordinary meeting of the Board of Directors mentioned in Article 5,
paragraph 1, no convocation procedure need be followed unless any change occurs
in the date, hour or place thereof.

2.     If consented to by all the Directors and the Statutory Auditors, a
meeting of the Board of Directors may be held without following the convocation
procedure.

Chapter III. Proceedings

(Chairmanship)

Article 9. Meetings of the Board of Directors shall be presided over by
the President. If 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.

2.     If the Director who is chairman of a meeting of the Board of Directors
has an interest in any matter forming the object of the meeting, one of the
other Directors shall act in his place only in respect of the matter, as if the
chairman were unable to act.

(Criteria for submission)

Article 10. The criteria for submitting matters to the Board of Directors
shall be as listed in the attached schedule hereof.

2.     Notwithstanding the provision of the preceding paragraph, any matter that is
deemed necessary by the Board of Directors must be submitted to the Board of
Directors.

(Method of adopting resolutions)

Article 11. Resolutions of the Board of Directors shall be adopted at its
meeting at which a majority of the Directors shall be present, by a majority of
the Directors so present.

2.     Any Director who has a special interest in any resolution mentioned in
the preceding paragraph shall not have the right to participate in the
resolution. In that case, such any Director shall not be counted in the number
of the Directors mentioned in the preceding paragraph.

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(Ex post factoapproval)

Article 12. If any matter which shall be submitted to the Board of
Directors cannot be submitted thereto due to urgency or any other inevitable cause, it may
be executed by the President; provided, however, that in that case, the
President shall report the particulars of the execution thereof at a meeting of
the Board of Directors to be held immediately thereafter to obtain approval
thereof.

(Matters to be reported)

Article 13. The President shall report to the Board of Directors the state
of the execution of management plans, budgets, comparative results and cash
flows in respect of monthly operating performances, and other necessary
information on the state of the execution of business of the Company. The
President may cause any other Director to do so in his place.

2.     Any Director who has engaged in a competitive transaction or
self-dealing with the Company shall report any important fact about such
competitive transaction or self-dealing to the Board of Directors without
delay.

(Minutes)

Article 14. Minutes of the proceedings of each meeting of the Board of
Directors shall be prepared and kept on file at the head office for ten (10)
years.

2.     The proceedings in outline and the resultant actions taken at each
meeting of the Board of Directors shall be recorded in minutes and the
Directors and Statutory Auditors present shall affix their names and seals
thereto.

3.     A copy of minutes of a meeting of the Board of Directors and any material
therefor shall be sent to any Director or Statutory Auditor who failed to
attend the meeting.

Chapter IV. Supplementary Provisions

(Amendment and abolition)

Article 15. Any amendment to or abolition of these Regulations shall be
governed as provided for in the Rules for Rule Administration.

(Effectuation)

Article 16. These Regulations shall become effective as from February 1,
1988.

(Effective date of amendment)

Article 17. These Regulations, as amended, shall become effective as from
April 1, 1990.

These Regulations, as amended, shall become effective as from March 10,
1991.

These Regulations, as amended, shall become effective as from October 1,
1991.

These Regulations, as amended, shall become effective as from May 25,
1992.

These Regulations, as amended, shall become effective as from June 29,
1994.

These Regulations, as amended, shall become effective as from October 14,
1997.

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

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Schedule

Matters to be Submitted to the Board of Directors



|(1)  |  | Determination of the convocation of General Meetings of Shareholders and
matters forming objects thereof and propositions to be submitted thereto.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(2)  |  | Approval of business reports, financial statements and their accompanying
detailed statements.                                                    
|    
|(3)  |  | Conclusion of an audit agreement with an account auditor.                                                                                         
|    
|(4)  |  | Appointment and removal of Representative Directors and Directors with
specific titles.                                                           
|    
|(5)  |  | Determination of duties assigned to Directors and the assignment of
duties as employees to Directors.                                             
|    
|(6)  |  | Selection of a Director who shall act as chairman of a General Meeting of
Shareholders if the Representative Director is unable to act.           
|    
|(7)  |  | Approval of transactions with Directors and principal shareholders and
Directors competitive transactions.                                       
|    
|(8)  |  | Determination of matters concerning the issuance of shares.                                                                                       
|    
|(9)  |  | Determination of capitalization of reserves.                                                                                                      
|    
|(10) |  | Determination of stock splits.                                                                                                                    
|    
|(11) |  | Determination of suspension of entries in the register of shareholders
and the fixing of a record date.                                           
|    
|(12) |  | Determination of the payment of interim dividends and the amount thereof.                                                                         
|    
|(13) |  | Selection of a transfer agent in respect of shares and its place of
business.                                                                     
|    
|(14) |  | Approval of acquisition and disposition by assignment of important assets.                                                                        
|    
|(15) |  | Approval of borrowing of funds exceeding \2 billion in each instance, or
\1 billion in each instance in case of a borrowing from a new creditor.  
|    
|(16) |  | Approval of a guarantee of obligations and the offering of security for
any subsidiary.                                                           
|    
|(17) |  | Determination of matters concerning the issuance of bonds.                                                                                        
|    
|(18) |  | Establishment of management policies and business plans.                                                                                          
|    
|(19) |  | Deliberation and determination of budgets.                                                                                                        

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|(20) |  | Determination of matters concerning the establishment, alteration and
abolition of branch offices and other important organization units.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|    
|(21) |  | Appointment and removal of managers.                                                                                                     
|    
|(22) |  | Approval of employment, transfer and retirement of important employees.                                                                  
|    
|(23) |  | Approval of appointment and retirement of Counsellors.                                                                                   
|    
|(24) |  | Approval of establishment, alteration and abolition of the Fundamental
Management Rules and the Management Organization Rules.           
|    
|(25) |  | Matters provided for in laws or ordinances or in the Articles of
Incorporation.                                                          
|    
|(26) |  | Determination of other important matters concerning the execution of
business.                                                           

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