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                                                                     Exhibit 1.3

                                 (Translation)


                     REGULATIONS OF THE BOARD OF DIRECTORS

CHAPTER I  GENERAL PROVISIONS

Article 1  (Purpose)

         Unless otherwise provided by laws and ordinances or the Articles of
   Incorporation, matters concerning the Board of Directors shall be governed by
   these Regulations.

Article 2  (Constitution)

   1.    The Board of Directors shall consist of all the directors.

   2.    Statutory auditors may be present and express their opinions at the
         meetings of the Board of Directors.

Article 3  (Kinds and Time of Meetings of the Board of Directors)

   1.    Meetings of the Board of Directors shall consist of ordinary meetings
         of the Board of Directors and extraordinary meetings of the Board of
         Directors.

   2.    An ordinary meeting of the Board of Directors shall be held at least
         once three months in principle.

   3.    An extraordinary meeting of the Board of Directors shall be held
         whenever necessary.

CHAPTER II  CONVOCATION

Article 4  (Convener)

   The President and Director shall convene the meetings of the Board of
   Directors.  When the President and Director is unable to so act, one of the
   other directors determined in accordance with an order predetermined by
   resolution of the Board of Directors shall convene the meeting.

Article 5  (Convocation Procedures)

   1.    The Board of Directors shall, in accordance with the provisions of
         these Regulations, give each director and statutory auditor notice of
         convocation of a meeting of the Board of Directors at least three (3)
         days prior to the date of such meeting; provided, however, that in case
         of urgency, such period may be

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         shortened.

   2.    A notice of convocation of meeting of the Board of Directors shall be a
         written form stating the time, date and place thereof and agenda items
         thereat; provided, however, that in case of urgency, such information
         may be given orally and the agenda items may be omitted.

   3.    In case unanimous consent is given by all the directors and statutory
         auditors, a meeting of the Board of Directors may be held without the
         convocation procedures.

Article 6  (Request for Convocation of Meetings)

   1.    When any director other than the convener determines it necessary to
         have a meeting of the Board of Directors convened, such director may
         request convocation of a meeting of the Board of Directors by
         submitting to the convener a written notice setting forth the agenda
         and the reasons therefor.

   2.    When any statutory auditor determines it necessary to have a meeting of
         the Board of Directors convened for auditing purposes, such statutory
         auditor may request convocation of a meeting of the Board of Directors
         by submitting to the convener a written notice to the effect.

   3.    If any request is made pursuant to the preceding two (2) paragraphs and
         the convener does not, within five (5) days from the date of such
         request, convene a meeting of the Board of Directors scheduled to be
         held within two (2) weeks from the date of such request, the director
         or the statutory auditor who made such request may convene a meeting of
         the Board of Directors.

CHAPTER III  PROCEEDINGS

Article 7  (Chairman)

   1.    The President and Director shall act as chairman of the Board of
         Directors.  When the President and Director is unable to so act, one of
         the other directors determined in accordance with an order
         predetermined by the Board of Directors shall act as chairman.

   2.    If the chairman of the Board of Directors has a special interest in any
         of the agenda items presented at a meeting, one of the other directors
         determined in the manner set forth above shall act as chairman only
         during the discussion of the relevant agenda item.

Article 8  (Matters Referred to the Meetings of the Board of Directors)

   1.    Matters referred to a meeting of the Board of Directors shall be those
         set forth in

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         the Exhibit.

   2.    Notwithstanding the preceding paragraph, if it is deemed necessary, any
         director may refer any matter to a meeting of the Board of Directors.

Article 9  (ex post facto Approval)

   1.    Notwithstanding the preceding Article, representative directors are
         authorized to take appropriate measures for the matters unable to refer
         to a meeting of the Board of Directors due to urgency or any other
         unavoidable reason.

   2.    In case of the preceding paragraph, the relevant representative
         director shall immediately report the fact to the Board of Directors
         and obtain approval thereof.

Article 10  (Method of Adopting Resolutions)

   1.    A meeting of the Board of Directors shall be effective when a majority
         of all the directors are present and a resolution shall be adopted by a
         majority of the directors present.

   2.    Any director having special interest in any of the agenda items of a
         meeting of the Board of Directors may not participate in the resolution
         of the relevant agenda item.  In such case, such director shall not be
         included in the number of the directors present.

   3.    The chairman shall, upon request by any director or statutory auditor
         who is unable to attend a meeting of the Board of Directors, present
         his/her written opinion to the Board of Directors at such meeting.

Article 11  (Attendance of Other Persons)

   The Board of Directors may, when it deems necessary, require persons other
   than the directors or statutory auditors to attend a meeting of the Board of
   Directors and ask for their opinion or explanation.

Article 12  (Opinion of Statutory Auditors)

   1.    The chairman may, when he/she deems necessary, require statutory
         auditors to express their opinions.

   2.    Statutory auditors may, when they deem necessary, express their opinion
         with respect to the matters other than the agenda items of the meeting
         of the Board of Directors.

Article 13  (Reports)

   1.    Representative directors shall report or explain to the Board of
         Directors at its

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         meeting with respect to the execution of business of the Company or any
         other necessary information at least once in every three months;
         provided, however, that depends on the matters, they may cause other
         director who is in charge of the relevant business to report in their
         stead.

   2.    When a director executes a conflict transaction or a transaction with
         the Company, such director shall promptly report to the Board of
         Directors important matters concerning such transaction.

Article 14  (Minutes)

   The substance of the proceedings at a meeting of the Board of Directors and
   the results thereof shall be recorded in the minutes, and the directors and
   statutory auditors present thereat shall affix their names and seals thereto.

CHAPTER IV  MISCELLANEOUS

Article 15  (Other Matters)

   With respect to the operation of the Board of Directors, matters not
   stipulated in laws and ordinances or the Articles of Incorporation shall be
   determined by the convener in case of matters concerning convocation of
   meetings of the Board of Directors and by the chairman in case of any other
   matters.

Article 16  (Amendment Procedures)

   These Regulations may be amended only by resolution of the Board of
   Directors.

SUPPLEMENTARY PROVISIONS

These Regulations shall become effective on October 31, 2000.

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Exhibit

           Matters Referred to the Meetings of the Board of Directors

1. Matters provided by laws and ordinances:

   (1)  Conversion between par value stock and no-par value stock (Article 213,
        paragraph 1 of the Commercial Code);

   (2)  Convocation of general meetings of shareholders (Article 231 of the
        Commercial Code);

   (3)  Appointment and removal of managers (Article 260, paragraph 2, item 3 of
        the Commercial Code);

   (4)  Appointment of representative directors (Article 261, paragraph 1 of the
        Commercial Code);

   (5)  Approval of conflict transactions by a director (Article 264, paragraph
        1 of the Commercial Code);

   (6)  Approval of transactions executed between the Company and a director
        (Article 265, paragraph 1 of the Commercial Code);

   (7)  Issuance of new shares (Article 280-2, paragraph 1 of the Commercial
        Code);

   (8)  Approval of business reports (Article 281, paragraph 1 and Article 283,
        paragraph 1 of the Commercial Code);

   (9)  Approval of balance sheets and income statements (Article 16, paragraph
        1 of the Special Laws for the Commercial Code);

   (10) Approval of schedules (Article 281, paragraph 1 of the Commercial Code);

   (11) Capitalization of legal reserve (Article 293-3 of the Commercial Code);

   (12) Subdivision of shares (including issuance of new shares upon subdivision
        of shares through appropriation of distributable profit to be
        capitalized, appropriation of reserve to be capitalized and
        appropriation of premium on par-value stock to be capitalized) (Articles
        218 through 220 of the Commercial Code);

   (13) Interim dividends (Article 293-5, paragraph 1 of the Commercial Code);

   (14) Issuance of bonds and convertible bonds (Article 296 and Article 341-2,
        paragraph 2 of the Commercial Code);

   (15) Issuance of bonds with subscription warrants (Article 341-8, paragraph 2
        of the Commercial Code);

   (16) Assignment and acquisition of property of one hundred million yen
        (JPY100,000,000) or more per case at market value (Article 260,
        paragraph 2, item 1 of the Commercial Code);

   (17) Creation and transfer of lease on property of one hundred million yen
        (JPY100,000,000) or more per case at market value (Article 260,
        paragraph 2, item 1 of the Commercial Code);

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   (18) Abandonment of claims of one hundred million yen (JPY100,000,000) or
        more per case (Article 260, paragraph 2, item 1 of the Commercial Code);

   (19) Assignment and acquisition of patent right or know-how of fifty million
        yen (JPY50,000,000) or more per case (Article 260, paragraph 2, item 1
        of the Commercial Code);

   (20) Acquisition and sale of long-term investment securities of one hundred
        million yen (JPY100,000,000) or more per case (Article 260, paragraph 2,
        item 1 of the Commercial Code);

   (21) Assignment and acquisition of operation (Article 260, paragraph 2, item
        1 of the Commercial Code);

   (22) Approval of budget for annual equipment program (Article 260, paragraph
        2, items 1 and 2 of the Commercial Code);

   (23) Capital contribution and financing of one hundred million yen
        (JPY100,000,000) or more per case (Article 260, paragraph 2, item 1 of
        the Commercial Code);

   (24) Approval of semi-annual capital account plans (Article 260, paragraph 2,
        items 1 and 2 of the Commercial Code);

   (25) Guarantee of obligation of one hundred million yen (JPY100,000,000) or
        more per case (Article 260, paragraph 2, item 2 of the Commercial Code);

   (26) Appointment and removal of chiefs and directors (Article 260, paragraph
        2, item 3 of the Commercial Code); and

   (27) Establishment, alteration and abolishment of each division of the head
        office and branch offices (Article 260, paragraph 2, item 4 of the
        Commercial Code).

2. Matters provided by the Articles of Incorporation:

   (1)  Appointment and removal of directors with special titles;

   (2)  Appointment and removal of transfer agent and determination of its
        business handling office; and

   (3)  Establishment, amendment and repeal of the Share Handling Regulations.

3. Matters relating to important matters provided by the Securities Exchange Law
   (Article 166, paragraph 2 of the Securities Exchange Law):

   (1)  Important matters relating to the decision makings relating to the
        business operations;

   (2)  Important contingent matters not attributable to the decisions of the
        Company;

   (3)  Important matters relating to the difference between proposed and actual
        settlement of account of sales, profits, etc.; and

   (4)  Other important matters relating to management, operations, properties,
        etc. of the Company.

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4. Matters relating to important business operations:

   (1)  Annual business plan;

   (2)  Closing of register of shareholders and fixing of a record date;

   (3)  Decisions on matters entrusted by resolution of general meetings of
        shareholders;

   (4)  Contribution of one million yen (JPY1,000,000) or more per case;

   (5)  Establishment of a subsidiary; and

   (6)  Any other matters which the President and Director determines necessary.

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