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Exhibit 11.2 BUSINESS CONDUCT GUIDELINES
FOR EMPLOYEES AND OFFICERS
OF MITSUI & CO., LTD. Amended on April 1, 2003 These guidelines apply to all employees and officers of Mitsui & Co.,
Ltd. (including Tokyo head office and domestic branches, and overseas branches
and directly controlled foreign trading subsidiaries) (the Company). Whenever used in these guidelines, the expression Employees
includes officers and corporate auditors in addition to staff members, unless
the context otherwise requires.  1.
    
    Compliance with the Law and Respect for Human Rights  
    
    Employees should comply with all applicable laws and regulations,
whether domestic or foreign, and should conduct themselves in an
ethical and responsible manner in the communities in which they perform
their duties for the Company.
    
    Employees should respect the cultures, customs and history of every
country to which they are brought into contact while performing their
duties for the Company.
    
    Employees should respect human rights and should not discriminate
between persons based on reasons of race, creed, sex, social status,
religion, nationality, age or physical or mental disability.  2.
    
    Office Environment and Sexual Harassment  
    
    In order that Employees perform their duties for the Company to the
best of their ability, it is important that they should respect one
another and make every effort to ensure that the office is an open and
comfortable environment in which to work.
    
    The Employees should not engage in any sexual harassment or any
other behavior which may appear to be sexual harassment.
    
    Employees should not disturb the sound discipline, environment and
good order of the office by conduct which is contrary to public order
and good moral standards.  3.
    
    Compliance with Antitrust Law, etc.  
    
    Employees should not conduct themselves in their dealings with the
Companys competitors in a manner which results in an illegal restraint
of trade, such as collusion with a view to the fixing of price levels
or levels of production or supply or the division of markets.
    
    Employees should not collude with the Companys competitors in any
tender such as determining a successful bidder or contract price.
    
    Employees should not engage in unfair trade practices, such as
boycotts, resale price maintenance or tie-in agreements.
    
    Employees should not unreasonably damage the interests of
sub-contractors of the Company through the unjustified demand to reduce
purchase prices, rejection to receive goods, return of goods or delay
of payment of purchase prices.  4.
    
    Conflicts of Interest between the Employee and the Company  
    
    Employees should not participate in any activity which creates or
appears to create a conflict between his or her personal interest and
the Companys business interest, such as working for the competitors
or the customers of the Company or dealing with the Company for their
own behalf.
    
    Employees should not use the Companys property, assets or
information system for any purpose other than that of the Companys
business.
    
    Employees should not, without the prior consent of the
Company, be
engaged in any other occupation.
    
    Employees should not, without the prior consent of the Company,
acquire any stock of the customers of the Company or the companies to
which the




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Company makes, or is expected to make, investment where such
stock is not listed in any securities exchange.  5.
    
    Gift and Favor  
    
    Employees should not render public officials or persons in a
similar position any economic favor such as money, gift or other favor
in return for performance of their duties.
    
    Employees should not render public officials or persons in a
similar position of a foreign country any economic favor such as money,
gift or other favor for the purpose of securing any improper advantage.
    
    Employees should not pay any agent, advisor or consultant any
commission which they have reason to know will be used for influencing
public officials or persons in a similar position in an unlawful
manner.
    
    Employees should not render employees or officers of customers of
the Company any economic favor such as money, gift or other favor, the
value of which is greater than a generally accepted commercial level at
the relevant locale, nor should they receive such economic favor or
officers of customers of the Company.  6.
    
    Treatment of the Companys Information  
    
    Employees should hold any secret information of the Company and its
customer as strictly confidential and should not divulge such
information to any third party, nor should they use the same for any
purpose other than that of the business of the Company.
    
    Employees should treat any secret information divulged by a third
party as in the same manner as they treat the secret information of the
Company.
    
    Employees should not infringe the intellectual property rights of
any third party, including the copying of computer software, without
express permission of such third party.
    
    Employees should timely disclose any information of the Company in
accordance with any laws and regulations protecting the interests of
investors including the rules of any relevant stock exchanges.
    
    If Employees become acquainted with any information of the Company
or its customers which may materially influence the judgment of
investors in the Company or in such customers, they should not sell or
purchase any stock of the Company or stock of such customers unless and
until such information becomes public and in any event Employees should
comply with all relevant insider dealing laws.
    
    Employees should not illegally acquire or use any secret business
information of a third party.  7.
    
    Compliance with Procedures for Export and Import and Other Applicable Laws  
    
    Employees should comply with the procedures for export and import
and should not import prohibited goods.
    
    For the purpose of securing the international peace and security,
Employees should comply with not only applicable laws and regulations
but also internal rules of the Company for the international security
trade control when they export goods to any foreign country.
    
    Employees should be aware of laws and regulations applicable to the
business of goods or services in which they are engaged.  8.
    
    Corporate Fund and Financial Reporting  
    
    Employees should not use the assets or funds of the Company for any
unlawful purpose, nor should they establish or maintain undisclosed or
unrecorded assets or funds.
    
    Employees should make accurate and timely accounting reports and
should not make any false or misleading entries in the Companys books
and records.  9.
    
    Political Donation and Other Contributions  
    
    Employees should comply with applicable laws and regulations in the
event that they make political donations and other contributions to
various entities.




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10.
    
    Social Contribution  
    
    Employees should make every effort to establish good relationships
with all stakeholders of the Company with whom they have dealings while
carrying out their duties for the Company and further should try, where
possible, to make a positive contribution to the communities in which
they perform such duties.  11.
    
    Protection of Environment  
    
    Employees should comply with all laws and regulations concerning
the protection of the environment and make every effort to be informed
and aware of environmental issues concerning the Company and its
business.
    
    All business undertaken by the Company should be conducted in
accordance with the laws and regulations concerning the protection of
the environment and every effort should be made to try to ensure, so
far as reasonably possible, that the Companys business does not cause
damage to the environment, and the relevant Employees should always
conduct an environmental assessment to ensure that this is the case.  12.
    
    Action against Antisocial Group  
    
    In the situation where an antisocial group makes unreasonable
demands on the Company, Employees should firmly refuse such demands and
should not resort to an easy monetary settlement.
    
    Employees should never deal with any antisocial group or any entity
that is connected with such antisocial group.  13.
    
    Report and Sanction  
    
    If an Employee finds evidence of violation of these guidelines, he
or she should inform the Administrative Division concerned, Compliance
Administrative Div., (the secretariat of the Compliance Committee), an Unit Compliance
Officer, a person in charge of Compliance of each Div. and Branch, or any
other of his or her superiors. 
    
    If an Employee desires to inform anonymously, he or she may do so
to the outside lawyers.
    
    Employees should cooperate in any investigation of such alleged
violation. If, as a result of the investigation, it becomes clear that
there was a violation of these guidelines, sanctions will be imposed on
the violator (and possibly on his or her superiors) in accordance with
the regulations of the Company in force from time to time.
    
    The Company ensures that no retaliatory action will be taken
against an Employee for informing of such violation or cooperating in
such investigation and makes every effort to prevent such informant and
any Employees cooperating in such investigation from suffering any
disadvantage at his or her office.