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EXHIBIT 1. 2
  SHARE HANDLING REGULATIONS
  TDK Corporation




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CHAPTER I
 GENERAL PROVISIONS
  Article 1.
    
    
    
    In accordance with Article 10 of the Articles of Incorporation,
the denominations of the share certificates of the Company,
handling procedures for shares and fees therefor shall be
governed by these Regulations. Provided, however, that handling procedures with respect to
shares held by the beneficial shareholders shall be set forth
in Chapter XI of these Regulations.
  Article 2.
    
    
    
    The Companys transfer agent, its place of business and
forwarding offices are as follows:
 Transfer agent:The Chuo Mitsui Trust & Banking Co., Ltd.33-1 Shiba, 3-chomeMinato-ku, TokyoPlace of business:The Chuo Mitsui Trust & Banking Co., Ltd.33-1 Shiba 3-chomeMinato-ku, Tokyo (Head Office)Forwarding offices:All branch offices of The Chuo Mitsui Trust & Banking Co., Ltd. andall branches offices of Japan Securities Agents, Ltd. in Japan
  Article 3.
    
    
    
    
    
    The share certificates to be issued by the Company
shall be in denominations of 100 shares, 500 shares
and 1,000 shares.
Provided, however, that share certificates
representing the number of shares less than 100 shares
may be issued for the shares constituting less than
100 shares.2.
    
    
    The shareholders shall not apply for the issuance of share certificates
representing the number of shares constituting less than one unit as set forth in
Section 2, Article 7 of the Articles of Incorporation (hereinafter referred to as the
Share(s) Constituting Less Than One Unit) out of the share certificates in the
preceding paragraph, except as provided for in the Article 17 (Re-issuance of share
certificates due to mutilation or defacement), Article 18 (Re-issuance
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Article 4.
    
    
    
    
    
    The procedures for applications and notices, etc. with
respect to business entrusted to the transfer agent by the
Company shall be addressed to the transfer agent.2.
    
    
    All applications, notices, requests or notification to be made under these
Regulations shall be in the form prescribed by the Company and shall be impressed with
the seal filed with the Company in accordance with the provisions of Article 11 hereof.3.
    
    
    With respect to any application, notice, request or notification in the
preceding paragraph, in the event that it is made or given by a proxy, a document
evidencing his/her power shall be submitted to the Company. In the event that it
requires the consent of his/her curator or assistant, a document evidencing the consent
shall be submitted to the Company.
 CHAPTER II
 REGISTRATION OF TRANSFER OF SHARES
  Article 5.
    
    
    
    
    
    In case of an application for registration of a
transfer of shares, a written application form shall be
submitted together with the share certificates.2.
    
    
    In case of an application for the registration of the transfer of shares
acquired due to causes other than assignment, in addition to taking the procedures
prescribed in the previous section, a document evidencing the acquisition thereof shall
be submitted. Provided, however, that in case the share certificates concerned have
not been issued, no submission thereof shall be required.
  Article 6.
    
    
    
    In the event that a specific procedure
is required by law or ordinance with
respect to the transfer of shares, a
written application form shall be
submitted together with share
certificates concerned and a document
evidencing the completion of such
procedure.
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CHAPTER III
 REGISTRATION OF PLEDGE AND INDICATION OF TRUST PROPERTY
  Article 7.
    
    
    
    In case of an application for the
registration, change or cancellation of a
pledge for shares, a written application form
shall be submitted under joint signatures of
the pledgor and pledgee together with the
share certificates concerned.
  Article 8.
    
    
    
    In case of an application for indication of
trust property or cancellation thereof for
shares, a written application form shall be
submitted by a trustor or a trustee, together
with the share certificates concerned.
 CHAPTER IV
 NON-POSSESSION OF SHARE CERTIFICATES
  Article 9.
    
    
    
    In case of a request for the non-possession
of share certificates, a written request
shall be submitted together with the share
certificates concerned. Provided, however,
that in case of the share certificates
concerned have not been issued, no
submission thereof shall be required.
  Article 10.
    
    
    
    In the event that a shareholder who has
requested non-possession of share
certificates applies for the issuance or
return of such share certificates, a written
application form to that effect shall be
submitted. Provided, however, that if such
share certificates are treated as unissued,
the shareholder is unable to apply for the
issuance of share certificates representing
the Shares Constituting Less Than One Unit.
 CHAPTER V
 VARIOUS NOTICES
  Article 11.
    
    
    
    
    
    Shareholders, registered pledgees or their legal
representatives shall notify the Company of their
addresses, names and seal impressions. Provided,
however, that foreigners may substitute their
specimen signatures for such seal impressions.2.
    
    
    The same shall apply in case of any change in the matters notified pursuant to
the preceding paragraph.
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Article 12.
    
    
    
    
    
    Shareholders, registered pledgees or their legal representatives residing abroad shall,
in addition to procedures stipulated in the preceding Article, appoint a standing proxy
in Japan or designate an address in Japan to receive notices in advance and notify the
Company thereof.2.
    
    
    The provisions of the preceding Article shall apply mutatis mutandis to the
standing proxy.
  Article 13.
    
    
    
    
    
    If shares are owned by a corporation, such corporation
shall notify the Company of its representative.2.
    
    
    In case of any change in the above, a written notice shall be submitted
together with a certified extract copy of the commercial register.
  Article 14.
    
    
    
    
    
    Shareholders who co-own shares shall appoint a
representative and submit a prescribed notice from
under their joint signatures together with the related
share certificates.2.
    
    
    The same shall apply to the change of the representative.
  Article 15.
    
    
    
    
    
    In case of any changes in indications of the register of shareholders and share
certificates due to any of the following events, a written notice shall be submitted
together with the share certificates and any documents evidencing the fact of the
following events. Provided, however, that in case the share certificates have not been
issued, no submission thereof shall be required:1.
    
    
    Alteration of a surname or a first name;2.
    
    
    Establishment, alteration or discharge of legal representative
such as a person in parental authority or a guardian, etc.;3.
    
    
    Alteration of a trade name or corporate name; and4.
    
    
    Alteration of an organization of a corporate entity.
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CHAPTER VI
 RE-ISSUANCE OF SHARE CERTIFICATES
  Article 16.
    
    
    
    
    
    In case of an application for
issuance of new share certificates
due to sub-division or consolidation
of share certificates, a written
application form shall be submitted
together with the share certificate
concerned.2.
    
    
    No application shall be made for the issuance of share certificates
representing the Shares Constituting Less Than One Unit due to sub-division or
consolidation of share certificates.
  Article 17.
    
    
    
    In case of an application for issuance
of new share certificates due to
defacement or mutilation of share
certificates, a written application
form shall be submitted together with
the related share certificates.
Provided, however, that if it is
difficult to ascertain the authenticity
of the share certificates, the
provisions of Chapter VII shall apply.
  Article 18.
    
    
    
    In the event that the column of the
shareholders names on a share
certificate is filled out, the Company
shall collect such share certificates
and shall issue a new share
certificate.
  Article 19.
    
    
    
    In the event that share certificates
representing the Shares Constituting
Less Than One Unit are submitted for
registration of the transfer of shares
and any combination of such
certificates could represent the number
of shares constituting one unit, such
certificates shall be combined into
share certificates representing shares
constituting one unit unless an
applicant for such registration of the
transfer of shares specifically
expresses his/her intention otherwise.
 CHAPTER VII
 RE-ISSUANCE OF SHARE CERTIFICATES DUE TO LOSS
  Article 20.
    
    
    
    A person applying for the registration of lost share certificates shall submit a
written application form together with a document evidencing the fact of the
acquisition of share certificates, a document evidencing the fact of the loss of such
share certificates and a document identifying himself/herself as the same person.
Provided, however, that in case of a person applying for the
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2.
    
    
    In the event that a person who registered lost share certificates applies
for the cancellation of the registration made under the preceding paragraph, a
written application form shall be submitted.
  Article 21.
    
    
    
    In case of an application for the
objection to the registration of lost
share certificates, a written
application form shall be submitted
together with the share certificates
concerned and a document identifying
himself/herself as the same person.
Provided, however, that in case of an
objection applied for by shareholders
or registered pledgees, no submission
of a document identifying
himself/herself as the same person
shall be required.
  Article 22.
    
    
    
    In case of an application for
re-issuance of share certificates due
to invalidation of share certificates,
a written application form shall be
submitted.
  Article 23.
    
    
    
    In the event that a person who registered lost
share certificates is not a shareholder or
registered pledgee, when altering the statement
or record of the register of lost share
certificates, the provisions of Article 11 to
Article 15 hereof shall apply mutatis mutandis.
 CHAPTER VIII
 PURCHASE OF SHARES CONSTITUTING LESS THAN ONE UNIT
  Article 24.
    
    
    
    In case of an application for request of the
purchase of Shares Constituting Less Than One Unit,
a written application form shall be submitted
together with the share certificates concerned to
the place of business for handling shares or the
forwarding offices provided for in Article 2.
Provided, however, that in case the share
certificates have not been issued, no submission
thereof shall be required.
  Article 25.
    
    
    
    The purchase price per Share Constituting Less Than
One Unit shall be the last sale price of the shares
of the Company reported by the Tokyo Stock Exchange
on the day on which the written application form
and the share certificates concerned have been
received at the place of business for handling
shares or
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2.
    
    
    The total purchase price shall be the amount equal to the purchase price
per Share Constituting Less Than One Unit stated in the preceding paragraph
multiplied by the number of Shares Constituting Less Than One Unit for which the
application for request of the purchase was made.
  Article 26.
    
    
    
    
    
    The purchase price shall be paid to the applicant at the
place where the application for request of the purchase was
made on the sixth business day immediately following the
day on which the purchase price in the preceding Article is
determined.
Provided, however, that when such purchase prices cum right
for dividends, stock splits, warrants to subscribe for new
shares or the like, the purchase price shall be paid on or
prior to the record date or the day immediately preceding
the day on which the register of shareholders is closed or
the day set for allotment of such dividends, etc.2.
    
    
    The applicant for purchase of shares by the Company may require that
payment of the purchase price shall be made by remitting to the bank account or the
post office account designated by such applicant.3.
    
    
    At the time of remitting the purchase price, the handling fee provided for
in Article 28, Section 3 shall be deducted.
  Article 27.
    
    
    
    The Shares Constituting Less Than One Unit for which an
application for request of the purchase has been made
shall be transferred to the Company on the day on which
payment of the purchase price or procedures for payment is
completed pursuant to the preceding Article.
 CHAPTER IX
 SALE OF SHARES CONSTITUTING LESS THAN ONE UNIT BY THE COMPANY
  Article 28.
    
    
    
    In case a shareholder who holds Shares Constituting
Less Than One Unit make an application to the Company
to sell such number of Shares Constituting Less Than
One Unit which, if combined with the Shares
Constituting Less Than One Unit already held by such
shareholder (hereinafter referred to as the
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Article 29.
    
    
    
    
    
    The estimated sale price of the Shares
Constituting Less Than One Unit shall be
obtained by multiplying the last sale
price of the shares of the Company
reported by the Tokyo Stock Exchange on
the day prior to the day on which the
documents relating to the request for
sale stated in the preceding Article have
been received at the place of business
for handling shares or forwarding offices
provided for in Article 2 (if no trading
is effected on that day, it shall be the
last sale price of the shares of the
Company which are traded on the Tokyo
Stock Exchange on the day immediately
preceding such date), by the number of
the Shares Constituting Less Than One
Unit for which the request for sale has
been made, further multiplied by 1.3.
Any amount less than 1,000 Japanese yen
arising out of the above calculation
shall be rounded upward to 1,000 Japanese
yen.2.
    
    
    In case of an Application for Request of the Sale of Shares Constituting
Less Than One Unit in accordance with the provisions of the preceding Article, if the
estimated sale price of the Shares Constituting Less Than One Unit is less than the
amount provided for in the preceding paragraph, such Application for Request of the
Sale of Shares Constituting Less Than One Unit shall not be handled.
  Article 30.
    
    
    
    If the total number of the Shares
Constituting Less Than One Unit for which
several applications for request of sale
were made on the same day, exceeds the
number of treasury stock to be transferred
(excluding treasury stock held for a
specified purpose), all Applications for
Request of the Sale of Shares Constituting
Less Than One Unit made on that day shall
become null and void.
  Article 31.
    
    
    
    The Application for Request of the Sale of
Shares Constituting Less Than One Unit
shall come into effect when the documents
relating to the request for sale provided
for in Article 28 and the estimated sale
price of the Shares
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Article 32.
    
    
    
    
    
    The Company shall suspend acceptance of
any Application for Request of the Sale of
Shares Constituting Less Than One Unit
from twelve business days prior to March
31 to March 31 of each year, and from
twelve business days prior to September 30
to September 30 of each year.2.
    
    
    Notwithstanding the foregoing paragraph, in addition to the above-mentioned
period, the Company may fix any period to suspend acceptance of any Application for
Request of the Sale of Shares Constituting Less Than One Unit when it deems
necessary.
  Article 33.
    
    
    
    
    
    The sale price per Share Constituting Less Than One Unit
shall be the last sale price of the shares of the Company
reported by the Tokyo Stock Exchange on the effective date
of the Application for Request of the Sale of Shares
Constituting Less Than One Unit. Provided, however, that
if no trading is effected on that day or such day falls on
a holiday of such stock exchange, the sale price shall be
the price at which the shares of the Company are first
traded on such stock exchange subsequent thereto.2.
    
    
    The total sale price shall be the amount equal to the sale price per Share
Constituting Less Than One Unit stated in the preceding paragraph multiplied by the
number of Shares Constituting Less Than One Unit for which the request for sale was
made.3.
    
    
    If the estimated sale price of the Shares Constituting Less Than One Unit
provided for in Article 29 is less than the total amount of the sale price provided
for in the preceding paragraph and the handling fee provided for in Article 37
(hereinafter referred to collectively as the Selling Cost), the Company shall
charge such deficit to the shareholder who requested the Company to sell the Shares
Constituting Less Than One Unit. In that case, if the deficit is not paid within
five business days from the day immediately following the day on which it has been
charged, the relevant Application for Request of the Sale of Shares Constituting Less
Than One Unit shall be cancelled.
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Article 34.
    
    
    
    
    
    The Company shall receive the Selling Cost out of the
estimated sale price of Shares Constituting Less Than One
Unit on any day within six business days from the day
immediately following the day that the sale price is
determined or the deficit as stated in paragraph 3 of the
preceding Article is paid, which is designated by the
Company. Provided, however, that if the sale price is a
price cum rights such as rights to make stock splits or
receive warrants to subscribe for new shares, etc., the
Selling Cost shall be received prior to the record date or
the allotment date.2.
    
    
    The Company shall repay any surplus amount obtained deducting the Selling
Cost in the preceding paragraph from the estimated sale price of the Shares
Constituting Less Than One Unit by either remitting such amount to the bank account,
or the cash payment by postal transfer, which is designated by the shareholder in the
relevant Application for Request of the Sale of Shares Constituting Less Than One
Unit.
  Article 35.
    
    
    
    Treasury stock for which an Application for
Request of the Sale of Shares Constituting Less
Than One Unit has been made shall be
transferred to the shareholder who made such
Application for Request of the Sale of Shares
Constituting Less than One Unit on the day when
the Selling Cost is fully received pursuant to
the preceding Article.
  Article 36.
    
    
    
    A share certificate shall be immediately issued
for the shares constituting one unit as a
result of an Application for Request of the
Sale of Shares Constituting Less Than One Unit,
and delivered to the shareholder who requested
the Company to sell.
 CHAPTER X
 HANDLING FEES
  Article 37.
    
    
    
    Handling fees for handling of the shares of the Company shall be as follows:1.
    
    
    
    In case of delivery of share certificates pursuant to Article 10
(Request for delivery of non-possessed share certificates) and Article 17
(Re-issuance of share certificates due to mutilation or defacement):The fee shall be ¥250 per share certificate
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2.
    
    
    In case of an application for the registration of lost share
certificates pursuant to Article 20 (Application for registration of lost share
certificates or cancellation thereof):
  3.
    
    
    Handling fee for the application for request of the purchase of
Shares Constituting Less Than One Unit pursuant to Article 24 (Application
method for request of the purchase) and the request for the sale of Shares
Constituting Less Than One Unit pursuant to Article 28 (Application method for
request of sale):
  CHAPTER XI
 SPECIAL EXCEPTIONS CONCERNING BENEFICIAL SHAREHOLDERS
  Article 38.
    
    
    
    Registration or recordation on the
register of beneficial shareholders
shall be made in accordance with the
notice from The Japan Securities
Depositary Center, Inc. (hereinafter
referred to as the Center) concerning
the beneficial shareholders and
beneficial shareholders form.
  Article 39.
    
    
    
    Beneficial shareholders shall submit
the beneficial shareholders form
through a participant in the central
depositary and book-entry delivery
system of share certificates
(hereinafter referred to as the
Participant).
  Article 40.
    
    
    
    In the event that a shareholder entered
or recorded in the register of
shareholders is identified with a
beneficial shareholder entered or
recorded in the register of beneficial
shareholders according to the address
and the name, the number of shares of
each of such shareholders shall be
added up with regard to the exercise of
the right of shareholders.
  Article 41.
    
    
    
    The provisions of Chapter V shall apply
mutatis mutandis to the beneficial
shareholders. Provided, however, that
no submission of share certificates is
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2.
    
    
    Beneficial shareholders shall submit notices provided for in the preceding
paragraph through the Participant.
Provided, however, that no beneficial shareholder is required to submit any
notification through the Participant in case of a change only of his/her seal
impression.
  Article 42.
    
    
    
    The provisions of Chapter VIII shall apply
mutatis mutandis to the beneficial
shareholders. Provided, however, that
beneficial shareholders shall apply for
purchase of Shares Constituting Less Than One
Unit through the Participant and the Center.
  Article 43.
    
    
    
    The provisions of Chapter IX shall apply
mutatis mutandis to the beneficial
shareholders. Provided, however, that
beneficial shareholders shall made an
Application for Request of the Sale of Shares
Constituting Less Than One Unit through the
Participant and the Center.
  Article 44.
    
    
    
    The procedures for handling the beneficial shareholders shall be governed by the
regulations of Center as well as in accordance with this Chapter.
 Handling Fee for
 Application for Request of Purchase of Shares Constituting Less Than One Unit
and Application for Request of Sale of Shares Constituting Less Than One Unit
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Purchase/Sale
price per unit
    
    Fee rateLess than and including ¥1 million
    
    
    1.150
    %Over ¥1 million but less than and including ¥5 million
    
    
    0.900
    %Over ¥5 million but less than and including ¥10 million
    
    
    0.700
    %Over ¥10 million but less than and including ¥30 million
    
    
    0.575
    %Over ¥30 million but less than and including ¥50 million
    
    
    0.375
    %(Any amount less than ¥1 is to be disregarded.)
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