**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 inthe Articles of Incorporation, all matters concerning meetings of the Board ofDirectors of NISSIN CO., LTD. shall be governed as provided for in theseRegulations.
(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 ofDirectors 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 Directorsand Statutory Auditors to attend its meeting and give their opinions orexplanations thereat.
(Holding of meetings)
     Article 5. Ordinary meetings of the Board of Directors shall be held atthe head office once each month, in principle; provided, however, that if thenecessity arises, the convener may change the place of meeting, upon givingprior notice.
     2. In addition to ordinary meetings of the Board of Directors,extraordinary meetings of the Board of Directors may be held as the necessityarises.
(Secretariat)
     Article 6. The Board of Directors shall have a secretariat, which shall beassigned to the Internal Audit Department.
**Chapter II. Convocation**
(Convener)
     Article 7. Unless otherwise provided for in laws or ordinances, meetingsof the Board of Directors shall be convened by the President.
 

 

If the Presidentis unable to act, one of the other Directors shall act in his place in theorder 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 thantwo (2) days prior to the date of the meeting; provided, however, that withregard to an ordinary meeting of the Board of Directors mentioned in Article 5,paragraph 1, no convocation procedure need be followed unless any change occursin the date, hour or place thereof.
     2. If consented to by all the Directors and the Statutory Auditors, ameeting of the Board of Directors may be held without following the convocationprocedure.
**Chapter III. Proceedings**
(Chairmanship)
     Article 9. Meetings of the Board of Directors shall be presided over bythe President. If the President is unable to act, one of the other Directorsshall act in his place in the order previously determined by the Board ofDirectors.
     2. If the Director who is chairman of a meeting of the Board of Directorshas an interest in any matter forming the object of the meeting, one of theother Directors shall act in his place only in respect of the matter, as if thechairman were unable to act.
(Criteria for submission)
     Article 10. The criteria for submitting matters to the Board of Directorsshall be as listed in the attached schedule hereof. A subordinate organ to theBoard of Directors shall deliberate on important matters concerning theexecution of business, including matters to be submitted to the Board ofDirectors, and decide whether or not the same shall be submitted to the Boardof Directors.
     2. Notwithstanding the provision of the preceding paragraph, any matterthat is deemed necessary by the Board of Directors must be submitted to theBoard of Directors.
(Method of adopting resolutions)
     Article 11. Resolutions of the Board of Directors shall be adopted at itsmeeting at which a majority of the Directors shall be present, by a majority ofthe Directors so present.
     2. Any Director who has a special interest in any resolution mentioned inthe preceding paragraph shall not have the right to participate in theresolution. In that case, such any Director shall not be counted in the numberof the Directors mentioned in the preceding paragraph.
-2-

 

(*Ex post facto*approval)
     Article 12. If any matter which shall be submitted to the Board ofDirectors cannot be submitted thereto due to urgency or any other inevitablecause, it may be executed by the President unless he acts in violation of anylaws or ordinances or the Articles of Incorporation; provided, however, that inthat case, the President shall report the particulars of the execution thereofat a meeting of the Board of Directors to be held immediately thereafter toobtain approval thereof.
(Matters to be reported)
     Article 13. The President shall report to the Board of Directors the stateof the execution of management plans, budgets, comparative results and cashflows in respect of monthly operating performances, and other necessaryinformation on the state of the execution of business of the Company. ThePresident may cause any other Director to do so in his place.
     2. In case any Director has engaged in a competitive transaction orself-dealing with the Company or with regard to any matter provided for in lawsor ordinances, the Director shall report any important fact about suchcompetitive transaction or self-dealing or such any matter to the Board ofDirectors without delay.
(Minutes)
     Article 14. Minutes of the proceedings of each meeting of the Board ofDirectors 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 eachmeeting of the Board of Directors shall be recorded in minutes and theDirectors and Statutory Auditors present shall affix their names and sealsthereto.
     3. A copy of minutes of a meeting of the Board of Directors and anymaterial therefor shall be sent to any Director or Statutory Auditor who failedto attend the meeting.
**Chapter IV. Supplementary Provisions**
(Amendment and abolition)
     Article 15. Any amendment to or abolition of these Regulations shall begoverned 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 fromApril 1, 1990.
-3-

 

     2. These Regulations, as amended, shall become effective as from March 10,1991.
     3. These Regulations, as amended, shall become effective as from October1, 1991.
     4. These Regulations, as amended, shall become effective as from May 25, 1992.
     5. These Regulations, as amended, shall become effective as from June 29, 1994.
     6. These Regulations, as amended, shall become effective as from October 14,1997.
     7. These Regulations, as amended, shall become effective as from April 1, 2003.
     8. These Regulations, as amended, shall become effective as from December 1,2003.
     9. These Regulations, as amended, shall become effective as from July 1, 2004.
-4-

 

**Schedule**
**Matters to be Submitted to the Board of Directors**
(1) Determination of the convocation of General Meetings of Shareholders andmatters forming objects thereof and propositions to be submitted thereto. (2) Approval of business reports, financial statements and their accompanyingdetailed statements. (3) Conclusion of an audit agreement with an account auditor. (4) Appointment and removal of Representative Directors and Directors withspecific titles. (5) Determination of duties assigned to Directors and the assignment ofduties as employees to Directors. (6) Selection of a Director who shall act as chairman of a General Meeting ofShareholders if the Representative Director is unable to act. (7) Approval of transactions with Directors and principal shareholders andDirectors’ 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 shareholdersand 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 ofbusiness. (14) Approval of acquisition and disposition by assignment of important assets. (15) Approval of matters concerning managerially important investments orbusiness alliances. (16) 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. (17) Approval of a guarantee of obligations and the offering of security forany subsidiary. (18) Determination of matters concerning the issuance of bonds.
-5-

 

(19) Establishment of management policies and business plans. (20) Deliberation and determination of budgets. (21) Determination of matters concerning the establishment, alteration andabolition of branch offices and other important organization units. (22) Appointment and removal of managers. (23) Approval of employment, transfer and retirement of important employees. (24) Approval of appointment and retirement of Counsellors. (25) Approval of establishment, alteration and abolition of the FundamentalManagement Rules and the Management Organization Rules. (26) Matters provided for in laws or ordinances or in the Articles ofIncorporation. (27) Determination of other important matters concerning the execution ofbusiness.
-6-