FORM
  6-K

SECURITIES
  AND EXCHANGE COMMISSION

WASHINGTON,
  D. C. 20549

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REPORT
  OF FOREIGN PRIVATE ISSUER

Pursuant
  to Rule 13a-16 or 15d-16 under 
  the Securities Exchange Act of 1934

For
  the month of February 2004

Commission
  File Number: 000-12713

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NEC
  CORPORATION

(Translation
  of registrant's name into English)

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7-1,
  Shiba 5-chome 
  Minato-ku, Tokyo, Japan

(Address
  of principal executive offices)

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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 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 ]



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SIGNATURE



NEC
          CORPORATION(Registrant)By:
      
      /S/
              FUJIO OKADAFujio Okada
        General Manager, Legal Divison




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February
17, 2004



NEC
to Sell Part of its Holdings in Japan Aviation Electronics Industry, Limited



NEC
Corporation ("NEC") announced today that it decided to
sell part of its holdings in Japan Aviation Electronics Industry, Limited ("JAE"),
a subsidiary listed on the Tokyo Stock Exchange, as
described below.

As a result
of the sale by NEC of the JAE's shares, JAE which is currently a
consolidated subsidiary of NEC will become an affiliated
company accounted for by the equity method on NEC's consolidated
financial statements.  The sale of JAE's shares by NEC will cause
no changes to the relationship between the two companies generally
but other than the above.





1.
 Shares to be sold



9,000,000 shares of common stock of JAE
In addition to the sale of the above shares, NEC will grant to Daiwa
Securities SMBC Co. Ltd. ("Daiwa SMBC") an option to purchase up to
1,000,000 shares of common stock of JAE (Green Shoe Option).



2.
 Changes in Number of Shares Held and Percentage of Voting Rights Held



|Name of Shares                               | Number of Shares      | Percentage of Voting Rights
|-------------------------------------------- | --------------------- | ---------------------------
|Before Sale                                  | Shares to be sold     | After Sale                 
|Japan Aviation Electronics Industry, Limited | (Thousands of Shares) | (Thousands of Shares)      
|Held by NEC                                  | 32,491                | 9,000                      
|Held by NEC Employee Pension Trust           | 13,800                | -                          
|Total                                        | 46,291                | 9,000                      

- 1,000,000 shares under the Green Shoe Option are not considered for the calculation of the above number and percentage.
- The percentage of voting rights is calculated based on the total number of voting rights as of the end of September 2003.



3.
 Purchaser



All of JAE's
        shares above will be underwritten by Daiwa SMBC and Nomura Securities Co.,
        Ltd. and will be publicly offered in Japan.



4.
 Date of Sale



Scheduled
in the middle of March 2004



5. Price



To be
	determined on any day from March 1, 2004 through March 3, 2004



6. Effect on NEC's Financial
Results for the Fiscal Year ending March 31, 2004



NEC's
expected capital gain from the sale of the JAE's shares above has been
reflected in and will not affect the forecasts of NEC's financial results
for the fiscal year ending March 31, 2004, which was announced on October 23, 2003.





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Contact:Makoto MiyakawaGroup ManagerCorporate
Communication DivisionNEC Corporation
TEL:+81-3-3798-6511