**Exhibit 1.4**
(Translation)
**NISSIN CO., LTD.**
**REGULATIONS OF THE BOARD OF STATUTORY AUDITORS**
**Chapter I. General Provisions**
(Purpose)
     Article 1. In accordance with laws and ordinances and the Articles ofIncorporation, these Regulations shall provide for all matters concerningmeetings of the Board of Statutory Auditors of NISSIN CO., LTD.
(Composition)
     Article 2. The Board of Statutory Auditors shall be composed of all theStatutory Auditors.
(Object of the Board of Statutory Auditors)
     Article 3. The Board of Statutory Auditors shall receive reports on,deliberate on or adopt resolutions of, all important matters concerning audits;provided, however, that the exercise of powers by Statutory Auditors shall notbe diluted.
(Holding of meetings)
     Article 4. Meetings of the Board of Statutory Auditors shall be held at thehead office twice for every six (6) months, in principle; provided, however,that meetings of the Board of Statutory Auditors may be held from time to timeas the necessity arises.
**Chapter II. Convocation and Proceedings**
(Convener and chairman)
     Article 5. The Board of Statutory Auditors may designate a convener of itsmeetings in advance; provided, however, that any other Statutory Auditor shallnot be prevented from convening such meetings.
     2.     The convener mentioned in the preceding paragraph shall act as chairmanresponsible for the steering of meetings of the Board of Statutory Auditors.
(Convocation notice)
     Article 6. Notice for convening a meeting of the Board of StatutoryAuditors shall be dispatched to each Statutory Auditor not later than two (2)days prior to the date of the meeting.
 

 

     2.     If consented to by all the Statutory Auditors, a meeting of the Boardof Statutory Auditors may be held without following the convocation procedure.
(Method of adopting resolutions)
     Article 7. A resolution of the Board of Statutory Auditors means thedetermination of matters necessary to be agreed upon among Statutory Auditors.In that case, such resolution shall be adopted by a majority of all theStatutory Auditors, except for a resolution of removal under Article 13,paragraph 2 hereof and a consent by the Board of Statutory Auditors underArticle 13-3 hereof.
     2.     For adopting a resolution, the Board of Statutory Auditors shall deliberateby reference to sufficient information.
(Resolution of audit policy and other matters)
     Article 8. Audit policies, audit plans, audit methods, the distribution ofauditing duties, audit expense budgets and other matters shall be determined byresolution of the Board of Statutory Auditors upon deliberation, prior to thecommencement of audit.
     2.     In addition as provided for in the preceding paragraph, any matterconsidered necessary for Statutory Auditors to perform their duties may beresolved by the Board of Statutory Auditors.
(Reports by Statutory Auditors to the Board of Statutory Auditors)
     Article 9. Each Statutory Auditor shall report the state of performance ofhis duties to the Board of Statutory Auditors from time to time and must do soat any time upon request from the Board of Statutory Auditors.
     2.     In the event that a Statutory Auditor receives a report from anyaccount auditor, Director or other person, such Statutory Auditor shall forwardsuch report to the Board of Statutory Auditors.
(Hearing of reports from account auditors, Directors, etc.)
     Article 10. Statutory Auditors shall receive reports from any accountauditor, Director or other person at a meeting of the Board of StatutoryAuditors as the necessity arises.
(Measures in response to special reports)
     Article 11. In the event that the Board of Statutory Auditors receives areport from any Director that a fact was found to threaten to cause a materialdamage to the Company, the Board shall deliberate on the necessity ofinvestigating such fact.
     2.     In the event that the Board of Statutory Auditors receives a reportfrom any account auditor that a malpractice by any Director relating to theperformance of his duties or any other material fact in contravention of lawsor ordinances or the Articles of Incorporation was found, the Board shall actin accordance with the preceding paragraph.
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(Preparation of audit reports)
     Article 12. The Board of Statutory Auditors shall receive financialstatements and other documents from Directors and audit reports from accountauditors. The Board may authorize a full-time Statutory Auditor or Auditors toreceive such documents.
     2.     The Board of Statutory Auditors shall receive reports from StatutoryAuditors on the matters to be stated in its audit report and other matters andupon deliberation, prepare an audit report.
     3.     If any Statutory Auditor has any dissenting opinion, such opinion shallbe stated in the audit report.
     4.     Each Statutory Auditor shall affix his signature and seal to the auditreport. The full-time Statutory Auditor or Auditors shall be indicated as suchtherein.
     (Resolution of appointment, non-reappointment and removal of account auditors)
     Article 13. The following matters concerning the appointment,non-reappointment and removal of account auditors shall be subject to theresolution of the Board of Statutory Auditors:
 (1) Consent to a proposition on the appointment,non-reappointment and removal of account auditors to be submitted toa General Meeting of Shareholders;  (2) Request that the appointment, non-reappointment and removalof account auditors be a matter forming an object at a GeneralMeeting of Shareholders;  (3) Request that a proposition on the appointment of accountauditors be submitted to a General Meeting of Shareholders; and  (4) Appointment of a person to temporarily perform duties ofaccount auditors in the event that the office of account auditors isvacant.
     2.     In the event that the Board of Statutory Auditors removes any accountauditor for any statutory reason for removal, the resolution for that purposeshall be adopted unanimously by the Statutory Auditors. In that case, aStatutory Auditor designated by the Board of Statutory Auditors shall explainthe fact and the reason therefor at the first General Meeting of Shareholdersto be held after such removal.
(Right of consent and right of request for the submission of a propositionconcerning the election of Statutory Auditors)
     Article 13-2. The following matters concerning the election of StatutoryAuditors shall be subject to the resolution of the Board of Statutory Auditors:
 (1) Consent to a proposition on the election of StatutoryAuditors to be submitted to a General Meeting of Shareholders;  (2) Request that the election of Statutory Auditors be a matterforming an object at a General Meeting of Shareholders; and
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 (3) Request that a proposition on the election of StatutoryAuditors be submitted to a General Meeting of Shareholders.
     (Consent by the Board of Statutory Auditors)
     Article 13-3. Any consent by the Board of Statutory Auditors topropositions on the following matters and other matters shall be subject to theunanimous resolution of the Board of Statutory Auditors:
 (1) Indemnification of any Director to be submitted to a GeneralMeeting of Shareholders;  (2) Amendment to the Articles of Incorporation to allow the Boardof Directors to indemnify any Director by resolution of the Board ofDirectors;  (3) Indemnification of any Director to be submitted to a meetingof the Board of Directors in accordance as provided for in theArticles of Incorporation;  (4) Amendment to the Articles of Incorporation to allow the Boardof Directors to enter into an agreement with any outside Director tolimit his liabilities; and  (5) Intervention by the Company in a lawsuit to assist any Director.
(Deliberation on exercise by Statutory Auditors of powers)
     Article 14. In the event that Statutory Auditors exercise their powers orperform their duties with regard to the following matters, the StatutoryAuditors may deliberate thereon in advance at a meeting of the Board ofStatutory Auditors:
 (1) Any question addressed in writing by a shareholder toStatutory Auditors prior to the holding of a General Meeting ofShareholders;  (2) Report to the Board of Directors, request for the convocationof a meeting of the Board of Directors, etc.;  (3) Report of opinions as to propositions and documents to besubmitted to a General Meeting of Shareholders;  (4) Demand for the suspension of any Director’s illegal act;  (5) Statement of opinions on the election, removal, resignationand remuneration of Statutory Auditors at a General Meeting ofShareholders;  (6) Matters concerning a lawsuit between the Company and anyDirector; and  (7) Matters concerning the institution of lawsuits and othermatters.
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(Appointment of full-time Statutory Auditors from among their number anddeliberation on remuneration)
     Article 15. Upon a unanimous approval of the Statutory Auditors at ameeting of the Board of Statutory Auditors, a full-time Statutory Auditor orAuditors may be appointed from among their number and remuneration of StatutoryAuditors may be determined.
(Minutes)
     Article 16. The proceedings in outline and the resultant actions taken ateach meeting of the Board of Statutory Auditors shall be entered or recorded inminutes and the Statutory Auditors present shall affix their names and seals ortheir electronic signatures thereto. The minutes shall be handled similarly tothose of a meeting of the Board of Directors.
     2.     A copy of minutes of a meeting of the Board of Statutory Auditors and anymaterial therefor shall be sent to any Statutory Auditor who failed to attendthe meeting.
     3.     The minutes mentioned in the preceding paragraph shall be kept on file bythe Company at the head office for ten (10) years.
(Secretariat for the Board of Statutory Auditors)
     Article 17. The convocation of meetings of the Board of StatutoryAuditors, preparation of the minutes and other businesses concerning theadministration thereof shall be assigned to the Corporate Planning Department.
**Chapter III. Supplementary Provisions**
(Amendment and abolition)
     Article 18. Any amendment to or abolition of these Regulations shall bemade by the Board of Statutory Auditors.
(Effectuation)
     Article 19. These Regulations shall become effective as from June 29,1994.
     (Effective date of amendment)
     Article 20. These Regulations, as amended, shall become effective as fromAugust 11, 1995.
     2.     These Regulations, as amended, shall become effective as from June 10, 2002.
     3.     These Regulations, as amended, shall become effective as from April 1, 2003.
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