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 March 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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March
26, 2004



Announcement
of the merger of NEC's wholly-owned subsidiary



NEC
Corporation ("NEC") today announced that at the meeting
of its board of directors held on March 26, 2004, it was resolved
that NEC merges with its consolidated subsidiary, NEF Corporation
("NEF"), effective as of June 1, 2004.



1.
Purpose of the merger

NEF
is an NEC's wholly-owned subsidiary whose business is to hold
securities of its subsidiary.NEC
decided to merge with NEF in order to make the management of such
securities efficiently.



2.
Outline of the merger

(1)
Schedule of the merger (tentative date)

|Board
				approval (both NEC and NEF)                                                          | March
				26, 2004                                                                                                                                                                                                                                                                                         
|---------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Signing
				of the merger agreement (both NEC and NEF)                                         | March
				26, 2004                                                                                                                                                                                                                                                                                         
|Extraordinary
				general meeting of shareholders for the approval of the merger
				agreement | NEC
				will perform the merger with NEF without approval of a
				shareholders meeting, pursuant to the provisions of Paragraph 1
				of Article 413-3 of Commercial Code of Japan.NEF
				plans to hold a general meeting of shareholders for the approval
				of the merger agreement on April 13, 2004.
|Effective
				date of the merger                                                               | June
				1, 2004                                                                                                                                                                                                                                                                                           
|Date
				of commercial registration                                                            | June
				1, 2004                                                                                                                                                                                                                                                                                           



(2)
Method of the merger

NEC,
as a surviving company, will merge with NEF which is then to be
dissolved.  The merger will be taken place by means of Kanni-Gappei
or a short form merger pursuant to the provisions of Paragraph 1 of
Article 413-3 of Commercial Code of Japan.



(3)
Merger ratio

Since
NEC holds all issued shares of NEF, the issuance of new
shares, increase in capital or cash payment will not be made by NEC
upon the merger.



3.
Outline of NEC and NEF as of September 30, 2003
and December 31, 2003, respectively

|(1)
			Company name                                 | NEC
			Corporation (Surviving company)                                                                                                                                                                                                                          | NEF
			(Dissolving company upon merger)               
|--------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------
|(2)
			Business areas                               | IT
			Solutions and Network Solutions business                                                                                                                                                                                                                  | Equity
			holdings                                    
|(3)
			Date of incorporation                        | July
			17, 1899                                                                                                                                                                                                                                                | June
			2, 1975                                       
|(4)
			Head office                                  | 7-1,
			Shiba 5-chome, Minato-ku, Tokyo                                                                                                                                                                                                                         | 7-1,
			Shiba 5-chome, Minato-ku, Tokyo               
|(5)
			Representative                               | Akinobu
			Kanasugi, President and Representative Director                                                                                                                                                                                                      | Takao
			Kaneko, President and Representative Director
|(6)
			Stated capital                               | 337,820
			million yen (as
			of February 29, 2004)                                                                                                                                                                                                             | 40
			million yen                                     
|(7)
			Outstanding shares                           | 1,929,268,717
			shares (as
			of February 29, 2004)                                                                                                                                                                                                            | 800,000
			shares                                     
|(8)
			Shareholders' equity                         | 708,365
			million yen                                                                                                                                                                                                                                          | 310
			million yen                                    
|(9)
			Total assets                                 | 2,593,196
			million yen                                                                                                                                                                                                                                        | 1,020
			million yen                                  
|(10)
			End of fiscal year                          | March
			31                                                                                                                                                                                                                                                     | December
			31                                        
|(11)
			Number of employees                         | 24,370                                                                                                                                                                                                                                                          | None                                                  
|(12)
			Major customers                             | NTT
			Group, government and other public agencies, etc.                                                                                                                                                                                                        | None                                                  
|(13)
				Major shareholders and shareholding ratios | The
			Chase Manhattan Bank N.A. London : 8.11%Japan
			Trustee Services Bank, Ltd. (Trust Account) : 4.87%The
			Master Trust Bank of Japan, Ltd. (Trust Account) : 4.83%
			State Street Bank & Trust Company : 3.43%Nippon
			Life Insurance Company : 2.55% | NEC
			Corporation: 100%                              
|(14)
			Main bank                                   | Sumitomo
			Mitsui Banking Corporation, The Sumitomo Trust and Banking Company
			Limited                                                                                                                                                                       | Sumitomo
			Mitsui Banking Corporation                
|(15)
				Relationship between two companies         | Capital                                                                                                                                                                                                                                                         | NEC
			holds all issued shares of NEF.                
|Personal
			relationship                            | Four
			NEC's employees concurrently hold posts as the directors and
			a corporate auditor of NEF.                                                                                                                                                            
|Commercial
			transaction                           | None                                                                                                                                                                                                                                                           

(16)
The financial results of NEC and NEF as of September 30, 2003 and December 31, 2003, respectively
(in millions of yen except per share figures)

|                                        | NEC
			Corporation (Surviving company) | NEF
			Corporation (Dissolving company upon merger)
|--------------------------------------- | -------------------------------------- | ---------------------------------------------------
|End
			of fiscal year                   | March
			31, 2003                      | December
			31, 2003                               
|Net
			sales / Operating revenue        | 2,781,436                              | 304                                                
|Operating
			income                     | 24,890                                 | 304                                                
|Ordinary
			income                      | 6,119                                  | 303                                                
|Net
			income (loss)                    | (14,917)                               | 164                                                
|Net
			income (loss) per share (yen)    | (9.01)                                 | 205.74                                             
|Dividend
			per share (yen)             | -                                      | 298.00                                             
|Shareholders'
			equity per share (yen) | 406.26                                 | 388.54                                             



4.
Effect by the merger

NEC will not change the company name, the business areas, the
address of head office, the representative directors, the capital or
the date of end of fiscal year.  No impact of the merger on NEC's
financial results is expected.