FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Commission File Number: 333-163336-01

For the month of ~~December~~January ~~2009~~2010.

NIPPONKOA Insurance Company, Limited

(Translation of registrant’s name into English)

7-3, Kasumigaseki 3-chome

Chiyoda-ku, Tokyo 100-8965

Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

Information furnished on this form:

Table of Contents

[Translation in English]

1.News ~~Notice~~Release ~~of Resolutions Adopted at the Extraordinary Shareholders’ Meeting~~

1.	Public Notice on the Share Exchange

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NIPPONKOA Insurance Company, Limited
Date: December 30, 2009
Date: January 4, 2010
	By:	/S/ TAKASHI MIWA
		Takashi Miwa
		General Manager of General Affairs Dept.

[Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.]

Exhibit 1

Public Notice on the Share Exchange

January 5, 2010 (Japan time)

NIPPONKOA Insurance Co., Ltd.

7-3, Kasumigaseki 3-chome, Chiyoda-ku, Tokyo ~~100-8965, Japan~~

~~December 30,~~President ~~2009~~and Executive Officer: Makoto Hyodo

~~Dear~~We ~~Shareholders~~hereby give a public notice that at our extraordinary shareholders’ meeting held on December 30, 2009, we have resolved to implement a statutory share transfer (kabushikiiten) (the “Share Exchange”) whereby we and SOMPO JAPAN INSURANCE INC. (address: 26-1, Nishi-Shinjuku 1-chome, Shinjuku-ku, Tokyo) will jointly establish “NKSJ Holdings, Inc. (address: 26-1, Nishi-Shinjuku 1-chome, Shinjuku-ku, Tokyo)” which will become a wholly-owning parent company (Kabushikiiten-setsuritu-kanzen-oyakaisha), with April 1, 2010 being the date of the establishment.

We1. ~~are~~For ~~pleased~~those toholders ~~inform~~of our common stock, if you intend to demand that ~~the~~we ~~following~~purchase ~~reports~~your ~~were~~shares ~~made~~of ~~and~~the ~~resolutions~~common ~~adopted~~stock atpursuant to the ~~Extraordinary~~provision ~~Shareholders’~~set ~~Meeting held~~forth ~~today.~~in WeParagraph ~~sincerely~~1 ~~apologize~~of ~~for~~Article ~~any~~806 ~~inconvenience~~of ~~which~~the ~~have~~Corporation ~~been~~Law, ~~caused~~please tonotify ~~our~~us ~~shareholders~~in bywriting ~~our~~of ~~abrupt~~the ~~change~~intention inand the ~~date~~number of ~~the~~relevant shares ~~shareholders~~to ~~meeting~~be ~~from~~appraised ~~the~~within ~~original~~20 ~~date~~days tofrom today (January 5, 2010 on Japan time).

~~Sincerely~~In addition, ~~Makoto~~since ~~Hyodo~~an ~~President~~individual shareholder’s notice (kobetsu-kabunushitsuuchi) is required to be made prior to making the appraisal demand, please first request your Account Management Institutions (for example, securities brokers/dealers) at which your shares are deposited to relay a request for your individual shareholder’s notice to us and, ~~Chief~~upon ~~Executive~~completion ~~Officer~~of your individual shareholder’s notice to us, execute the notification above.

~~Notice~~2. For those holders of ~~Resolutions~~either ~~Adopted~~one atof our stock acquisition rights issued on March 2005 (stock compensation type stock options) or stock acquisition rights issued on March 2006 (stock compensation type stock options), if you intend to demand that we purchase your stock acquisition rights pursuant to the ~~Extraordinary~~provision ~~Shareholders’~~of ~~Meeting~~Paragraph 1 of Article 808 of the Corporation Law, please notify us in writing of the intention as well as the terms and the number of the related stock acquisition rights to be appraised within 20 days from today (January 5, 2010 on Japan time).

Items to be resolved

Company Proposals—Item 1 and Item 2

Item 1:		Approval of the Share Exchange Plan between the Company and Sompo Japan Insurance Inc.
		This proposal was approved and passed as originally proposed.
Item 2:		Partial Amendments to the Articles of Incorporation
		This proposal was approved and passed as originally proposed. The resolution in relation to this proposal will become effective on March 31, 2010, on the premise that the Share Exchange Plan which was approved in the Item 1 has not lost its validity by the date one day prior to March 31, 2010 and that the Share Exchange has not been suspended.

Details of amendments are as provided below:

(Amendments are underlined.)

Former Articles of Incorporation		Amended Articles of Incorporation
Article 12. (Convocation and Record Date for the Ordinary Shareholders Meeting)		Article 12. (Convocation)
1. The ordinary shareholders meeting of the Company shall be convened within four (4) months from April 1 of each year, and an extraordinary shareholders meeting may be convened whenever necessary.		1. The ordinary shareholders meeting of the Company shall be convened within four (4) months from April 1 of each year, and an extraordinary shareholders meeting may be convened whenever necessary.
2. The record date for voting rights at an ordinary shareholders meeting of the Company shall be March 31 of each year.		(Deleted)

Note: The Company plans to pay a dividend on retained earnings for the Company’s 66th business term (from April 1, 2009 through March 31, 2010) (year-end distribution) to the shareholders and registered pledgees recorded on the latest shareholders register as of March 31, 2010.

(Reference)

Disposition of a shareholder proposal (Item 3)

Item 3 Dismissal of Four Directors—Makoto Hyodo, Masaya Futamiya, Yuichi Yamaguchi, and Kazuo Hashimoto Since this proposal was subject to rejection of Item 1 (Approval of the Share Exchange Plan between the Company and Sompo Japan Insurance Inc), and because Item 1 was approved and passed at the Extraordinary Shareholders’ Meeting, this proposal was not addressed.

END

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