Exhibit 1.2





[Translation]








SHARE HANDLING
REGULATIONS








NTT DoCoMo, Inc.






---

SHARE HANDLING REGULATIONS





CHAPTER I.    GENERAL PROVISIONS





Article
1.    (Purpose)





The denominations of share certificates of the Company as well as the
procedures for matters related to shares and fractional shares and the fees therefor shall be governed by these Regulations, except for those as provided for in laws and regulations or in the Articles of Incorporation.





Article 2.    (Transfer Agent)





1. The transfer agent of the Company and its places of business, place of business for the handling of shares and forwarding offices shall be as follows:





Transfer Agent:

UFJ Trust Bank 4-3, Marunouchi 1-chome, Chiyoda-ku, TokyoPlace of Business:

UFJ Trust Bank Securities Agency Department 4-3, Marunouchi 1-chome, Chiyoda-ku, TokyoPlace of Business for Handling of Shares:

UFJ Trust Bank Securities Agency Department 10-11, Higashisuna 7-chome, Koto-ku, TokyoForwarding Offices:

All branch offices in Japan of UFJ Trust Bank





Any procedure to be followed with hereunder as well as any
procedure for an application for or notification of any matter of business delegated by the Company to the transfer agent shall be taken against such transfer agent. Provided, however, that any beneficial shareholder who is to make such a
notification, etc. as set out herein shall do so through a participant or the Securities Depository Center, unless otherwise specifically set forth in these Regulations.





Article 3.    (Denominations of Share Certificates)





The denominations of share certificates to be issued by the Company shall be in the denominations of 1 share, 10 shares and 100 shares; provided, however, that the Company may issue share certificates representing any number other
than the above-indicated if so required.





Article 4.    (Method of Application, Notification or Notice)





An application for, notification or notice of any matter related to shares or fractional shares shall be made
in the form prescribed by the Company, with the seal impression registered under Article 19 being affixed thereto.





Article
5.    (Proxy)





In the event that an application for, notification or notice of any matter
related to shares and fractional shares is made by a proxy, a document evidencing his/her power of representation, or if consent of curator (hosanin) or assistant (hojonin) is required, a document evidencing such consent shall be
submitted.




2




---




CHAPTER 2.    REGISTRATION OF TRANSFER OF SHARES, ETC.





Article 6.    (Registration of Transfer of Shares, Etc.)





1. In the case of an application for the registration of a transfer of shares, a prescribed application form shall be submitted together
with the share certificates concerned.





2. In the case of an application for the registration of a transfer of
shares acquired for any reason other than assignment, a document evidencing the acquisition shall be submitted, in addition to the procedures to be followed with under the preceding paragraph. The submission of share certificates, however, shall not
be required if such share certificates have not been issued.





3. The provisions of the preceding paragraph shall
apply mutatis mutandis to cases where an application is made for change in the relevant entries or records in the ledger of fractional shares in relation to the fractional shares acquired for any reason other than assignment.





Article 7.    (Transfer of Shares as Otherwise Provided for by Laws and Regulations)





If any specific procedures are required by laws and regulations for the transfer of shares, a written application shall be submitted
together with the relevant share certificates and a document evidencing the completion of such procedures.





CHAPTER
3.    BENEFICIAL SHAREHOLDERS REGISTER





Article 8.    (Notice of of Beneficial
Shareholder)





In order for a beneficial shareholder to apply for entry or record in the beneficial
shareholders register of the Company, such shareholder shall notify a participant with whom his/her account is held or the Securities Depository Center of the name, address and other necessary matters to be recorded therein, and shall then be
reported to the transfer agent of the Company as being a beneficial shareholder, pursuant to applicable laws and regulations and the rules specified by the Securities Depository Center.





Article 9.    (Preparation of Beneficial Shareholders Register)





The beneficial shareholders register of the Company shall be prepared based on the notice of a beneficial shareholder given by the Securities Depository Center under the preceding Article.





Article 10.    (Consolidation of Shareholders Register and Beneficial Shareholders Register)





If a shareholder entered or recorded in the shareholders register and a beneficial shareholder entered
or recorded in the beneficial shareholders register are recognized to be the same person according to the address and name, the numbers of shares entered or recorded in the shareholders and beneficial shareholders registers shall
be added up for the purpose of exercising the shareholders rights.





CHAPTER
4.    REGISTRATION OF PLEDGES AND


RECORDATION OF TRUST ASSETS





Article 11.    (Registration of Pledges or Cancellation Thereof)





1. If an application is made for the registration of a creation or alteration of a pledge on shares or for the cancellation thereof, a prescribed application form jointly signed by the pledgor and the
pledgee shall be submitted, together with the share certificates concerned.




3




---




2. If a beneficial shareholder applies for the registration of a creation or
alteration of a pledge on shares or for the cancellation thereof, such shareholder shall give notice thereof to a participant with whom his/her account is held or to the Securities Depository Center, notwithstanding the preceding paragraph.





Article 12.    (Recordation of Trust Assets or Cancellation Thereof)





1. If an application is made for the recordation of a designation of shares as trust assets or the cancellation thereof, a prescribed
application form shall be submitted either by the settlor or the trustee, together with the share certificates concerned.





2. If a beneficial shareholder applies for the recordation of a designation of shares as trust assets or for the cancellation thereof, such shareholder shall give notice thereof to a participant with whom his/her account is held or
to the Securities Depository Center, notwithstanding the preceding paragraph.





CHAPTER
5.    NON-POSSESSION OF SHARE CERTIFICATES





Article 13.    (Notice of Non-possession of
Share Certificates)





1. In order to give notice of an election not to possess share certificates, a prescribed
notice form shall be submitted, together with the share certificates concerned. Provided, however, that the submission of share certificates shall not be required if such share certificates have not been issued.





2. All share certificates for which such notice as set out in the preceding paragraph has been given shall be treated as being
non-issued.





Article 14.    (Application for Issuance of Non-possessed Share Certificates)





In the event that a shareholder who has once given notice of an election not to possess share certificates requests the
issuance of such share certificates, a prescribed application form shall be submitted.





CHAPTER
6.    REISSUANCE OF SHARE CERTIFICATES, ETC.





Article 15.    (Reissuance due to Stock
Split or Combination)





1. If an application is made for the issuance of new share certificates due to a stock
split or combination of share certificates, a prescribed application form shall be submitted, together with the share certificates concerned.





Article 16.    (Reissuance due to Loss)





If an application is made for
the issuance of new share certificates due to loss of share certificates, a prescribed application form shall be submitted, together with the original or a certified copy of the judgment of nullification of such share certificates.





Article 17.    (Reissuance due to Mutilation or Defacement)





If an application is made for the issuance of new share certificates due to mutilation or defacement of share certificates, a prescribed application form shall be
submitted, together with the share certificates concerned. Provided, however, that if it is impossible to ascertain the genuineness of such share certificates, the provisions of the preceding Article shall apply thereto.




4




---




Article 18.    (Issuance of New Share Certificates due to Filled-up Column)





In the case where the column for entry of the names of shareholders on a share certificate has been filled
up, the Company shall collect such share certificate and issue a new share certificate in place thereof.





CHAPTER
7.    NOTIFICATONS





Article 19.    (Notification of Names, Addresses and Seal Impressions)





1. Shareholders, beneficial shareholders or their statutory representatives shall notify the Company of their
addresses, names and seal impressions by way of a prescribed shareholders form. Any change therein shall be treated likewise. Provided, however, that foreigners who customarily affix signatures may substitute their specimen signatures for seal
impressions.





2. Of the notifications to be made under the preceding paragraph, a notification of only the change
in the registered seal impression of a beneficial shareholder shall be made directly to the transfer agent.





Article
20.    (Notification of Corporate Representative)





1. If a shareholder or beneficial
shareholder is a corporation, one representative thereof shall be notified.





2. If the representative referred to
in the preceding paragraph is changed, a prescribed notification form shall be submitted, together with a certified copy of the commercial register.





Article 21.    (Notification of Representative of Joint Shareholders)





1. Those shareholders or beneficial shareholders who jointly own shares shall notify the Company of the representative designated by them.





2. The change, if any, in the representative referred to in the preceding paragraph shall be treated likewise.





Article 22.    (Notification of Change in Family Name, Trade Name, Etc.)





If a change is made in any of the entries in the shareholders register or the beneficial shareholders register or in any of the indications on a share certificate, a prescribed notification form shall be submitted,
together with the share certificates concerned and a document evidencing such fact. Provided, however, that the submission of share certificates shall be required if such share certificates have not been issued or if the change is related to the
entries in the beneficial shareholders register.





| | (1) |  | Change in the family name or given name;
| | --- |  | ----------------------------------------




| | (2) |  | Appointment, change or discharge of statutory representatives such as a person in parental authority and a guardian;
| | --- |  | --------------------------------------------------------------------------------------------------------------------




| | (3) |  | Change in the trade name or corporate name; and
| | --- |  | -----------------------------------------------




| | (4) |  | Change in corporate organization.
| | --- |  | ---------------------------------




Article 23.    (Notification of Shareholders Residing Abroad)





1.
Shareholders, beneficial shareholders or their statutory representatives residing in foreign countries shall designate their mailing addresses in Japan or appoint their standing proxies in Japan and shall make notification thereof.




5




---




Article 24.    (ApplicationMutatis Mutandisto Registered
Pledgees, etc.)





The provisions of this Chapter shall apply mutatis mutandis to registered pledgees,
trustees of trust assets and holders of fractional shares.





CHAPTER 8.    PURCHASE OF FRACTIONAL
SHARES





Article 25.    (Method of Request for Purchase)





1. In the case of a request for the purchase of fractional shares, a prescribed application form shall be submitted.





2. Such request may not be withdrawn after it has become valid.





Article 26.    (Determination of Purchase Price)





1. The purchase price of the fractional shares for which a purchase application has been made shall be an amount obtained by multiplying the amount equivalent to the last sales price of the shares of the Company on the Tokyo
Stock Exchange on the day when such application reaches the places of business or the place of business for the handling of shares or a forwarding office of the transfer agent specified in Article 2 hereof, by the number of the fractional shares for
which such application has been made.





2. If the last sales price (or any trading) is not available on the Tokyo
Stock Exchange on the day when a purchase application reaches the place of business or the place of business for the handling of shares or a forwarding office of the transfer agent specified in Article 2 hereof, the purchase price shall be an amount
obtained by multiplying the amount equivalent to the first sales price reported on the Tokyo Stock Exchange immediately thereafter by the number of the fractional shares for which such application has been made.





Article 27.    (Payment of Purchase Proceeds)





1. The purchase proceeds resulting from a request for the purchase of fractional shares shall be paid to the person who has made such request on the fourth business day from the day on which the
purchase price was determined and the purchase application reached the place of business or the place of business for the handling of shares specified in Article 2 hereof. Provided, however, that if a purchase application is accepted at a forwarding
office set out in Article 2 hereof, such proceeds shall be paid to the person who has made such application within the seventh business day from the day on which the purchase price was determined and the purchase application reached such forwarding
office.





2. Notwithstanding the provisions of the preceding paragraph, if the purchase price is a price cumrights entitled to dividends (including interim dividends), the allotment of shares increased upon stock split or warrants to subscribe for new shares (including warrants to subscribe for stock acquisition rights or bonds with stock acquisition
rights), the purchase proceeds shall be paid on or before the relevant record date or the allotment date. If the purchase price is a price ex rights, the purchase proceeds shall be paid on or after the business day next following the relevant
record date or the allotment date.





3. The Company shall be entitled to pay such purchase proceeds upon deduction
of the actual expenses required for payment of the purchase proceeds, such as remittance charge.





Article
28.    (Transfer of Fractional Shares Purchased)





The title to the fractional shares for
which a purchase request has been made shall be transferred to the Company on the day when the Company completes the procedures for payment of the purchase proceeds as set out in the preceding Article.




6




---




CHAPTER 9.    HANDLING FEES





Article 29.    (Handling Fee)





No fee shall be charged for the handling of shares and fractional shares.





Supplemental Provision





These Regulations shall become effective as from June 20, 2002.





June 25, 2002





This is to certify that this copy is identical with the original.





NTT DoCoMo, Inc.





Keiji Tachikawa


President and Representative Director




7




---

CERTIFICATE OF ENGLISH TRANSLATION





Pursuant to Rule 306 of Regulation S-T, the registrant certifies that the attached Share Handling Regulations is a fair and accurate English translation.





NTT DoCoMo, Inc.By:

/s/    MASAYUKI
HIRATAMasayuki Hirata Executive Vice President and Chief Financial Officer





Date:    July 10, 2002




8