SHARE HANDLING REGULATIONS

Exhibit 1.2

[Translation]

SHARE HANDLING REGULATIONS

June 23, 2004

HONDA MOTOR CO., LTD.

Record of Resolutions of the Meeting of the Board of Directors

SHARE HANDLING REGULATIONS

CHAPTER I. GENERAL PROVISIONS

Article 1.    (Purpose)

These Regulations shall govern the denomination of share certificates of the Company and matters related to the handling of shares in accordance with the provisions of Articles 9 and 10 of the Articles of Incorporation of the Company. Provided, however, that handling procedures with respect to the beneficial shareholders shall be governed by the Japan Securities Depository Center, Inc. (hereinafter referred to as the “Center”) as well as these Regulations.

Article 2.    (Denomination of Share Certificates)

1. Share certificates to be issued by the Company shall be in denominations of ten thousand (10,000), one thousand (1,000), five hundred (500), and one hundred (100) shares. Share certificates representing less than one hundred (100) shares may also be issued.

2. Of the share certificates as described in the preceding paragraph, share certificates representing the number of shares less than one unit of shares set forth in Article 7 of the Articles of Incorporation of the Company (hereinafter referred to as “Shares Less Than One Unit”) shall not be issued except in the cases set forth in Articles 21, 22 and 25 hereof.

Article 3.    (Transfer Agent)

The transfer agent of the Company, its place of business, its place of operations and forwarding offices shall be as follows:

Article 4.    (Method of Application, Offer and Notification, etc.)

1. Requests, offers, notifications and applications pursuant to these regulations and other requests, offers, notifications and applications with respect to business the Company has assigned to the transfer agent shall be made to the transfer agent.

2. Procedures stated in the preceding paragraph shall be made in the form prescribed by the Company, bearing the registered seal impression prescribed in the provisions set forth in Article 14 hereof.

3. If it is not possible to follow the procedures stated in the preceding paragraph, a document evidencing that the person in action legitimately bears the right to make such act shall be submitted to the Company.

4. If any procedure stated in the first paragraph is made by a proxy, a document evidencing his or her power of representation and, if such procedure requires consent of a guardian or assistant, a document evidencing such consent shall be submitted to the Company.

CHAPTER II. REGISTRATION OF TRANSFER OF SHARES, ETC.

Article 5.    (Registration of Transfer of Shares)

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

2. In the case of a shareholder making an application for registration of the transfer of shares acquired for any reasons other than assignment, submission of a document evidencing such acquisition may be required upon the request of the Company.

Article 6.    (Registration of Transfer of Shares Otherwise Required by Laws and Regulations)

When procedures such as approval, permission, acquisition of consent from another person, etc. are required under laws or regulations with respect to the transfer of shares, an application in a written form shall be submitted together with the share certificates concerned and a document evidencing the completion of such procedures.

Article 7.    (Entries in the Beneficial Shareholders’ Register)

Entries in the beneficial shareholders’ register shall be made in accordance with the notice from the Center concerning the beneficial shareholders and the beneficial shareholders’ form.

Article 8.    (Beneficial Shareholder’s Form)

Beneficial shareholders shall submit a beneficial shareholder’s form through a Participant.

Article 9.    (Consolidation of the Shareholders’ Register and Beneficial Shareholders’ Register)

If a Shareholder entered in the shareholders’ register is identified as the same person as a beneficial shareholder entered in the beneficial shareholders’ register by way of his or her address and name, the number of shares entered in the shareholders’ register and that entered in the beneficial shareholders’ register shall be combined for the purposes of the execution of rights of that shareholder.

CHAPTER III. PLEDGES AND SHARES HELD IN TRUST

Article 10.    (Registration or Cancellation of Pledges)

In the case of an application for registration, amendment or cancellation of the pledges on shares, an application in a written form jointly signed by the pledgor and pledgee shall be submitted together with the share certificates concerned.

Article 11.    ( Recording or Cancellation of Shares Held on Trust)

In the case of an application for the recording or cancellation of shares held on trust an application in a written form shall be submitted by the trustor or the trustee together with the share certificates concerned.

CHAPTER IV. OPTION NOT TO HOLD SHARE CERTIFICATES

Article 12.    (Notice of Intention not to Hold Share Certificates)

Any shareholder intending not to hold share certificates must submit a notice in a written form together with the share certificates concerned. Provided, however, that if the share certificates concerned have not been issued, such share certificates need not be submitted.

-2-

Article 13.    (Application for Delivery of Share Certificates Which Shareholders have Intended not to Hold)

If a shareholder who has given a notice of intention not to hold share certificates requests issuance of such share certificates or return thereof, an application in a written form to that effect shall be submitted by him or her. Provided, however, that any application for the issuance of share certificates for Shares Less Than One Unit may not be submitted in case that the Company intended not to issue share certificates in regard to Shares Less Than One Unit.

CHAPTER V. NOTIFICATIONS

Article 14.    (Notification of Address, Name and Seal Impression of Shareholders)

1. Shareholders, beneficial shareholders and registered pledgees or their statutory agents shall notify the Company of their addresses, names and seal impressions. Provided, however, that non-Japanese may substitute their specimen signatures for seal impressions.

2. In case of any change in the matters notified as described in the preceding paragraph, notification to such effect shall be made.

Article 15.    (Notification of Agent for Shareholders Residing Abroad)

1. Shareholders, beneficial shareholders and registered pledgees residing abroad or their statutory agents shall appoint a standing proxy in Japan and notify the Company thereof in addition to the procedures set forth in the preceding Article.

2. The provisions as described in Article 14 apply, mutatis mudandis , to the standing agent stated in the preceding paragraph.

Article 16.    (Representative of a Corporation)

1. If a shareholder or beneficial shareholder is a corporation, notification of its representative shall be made.

2. In the case of any change of representative, a notification in a written form shall be submitted together with an extract copy of the commercial register.

Article 17.    (Representative of Shareholders who Jointly Own Shares)

Shareholders and beneficial shareholders who jointly own shares must appoint a representative and submit a notification in a written form jointly signed by all such co-owners. In case of any change of representative, the same procedure shall apply.

Article 18.    (Change to Information in the Shareholders’ Register, the Beneficial Shareholders’ Register or Matters Indicated on Share Certificates)

In the case of changes due to the reasons listed below which affect entries to the shareholders’ register, beneficial shareholders’ register or matters indicated on share certificates, a notification in a written form shall be submitted together with the share certificates concerned and documentation certifying the relevant fact. Provided, however, that share certificates need not be submitted where they have not been issued or in the case of any change to the beneficial shareholders’ register:

1. Change to family name or given name;

2. Appointment, change