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
27, 2004



Announcement
concerning the Creation of the Securities-based Employee Retirement
Benefit Trust



At
the meeting of the Board of Directors of NEC Corporation ("NEC")
held today, it was resolved that NEC will create a securities-based
employee retirement benefit trust (the "Trust") by
transferring to the Trust of a part of shares of NEC Electronics
Corporation ("NEC Electronics") in order to make NEC's
pension healthy.

Since
voting rights in the shares of NEC Electronics under the Trust may be
exercised at NEC's discretion, the relationship between NEC and
NEC Electronics will remain unchanged after the transfer.



1.
Scheduled date of the creation of the Trust: March 2004



2.
Number of shares to be transferred: 6,200,000 shares



3.
Changes in number of shares and percentage of voting rights



|Securities                            | Number
      of shares held before transfer | Number
      of shares held after transfer | Percentage
      of voting rights
|------------------------------------- | ------------------------------------------- | ------------------------------------------ | ---------------------------------
|Before
      transfer                 | After
      transfer                       
|Common
      Stock of NEC Electronics |                                             |                                            |                                  
|Under
      the name of NEC           | 86,500,000                                  | 80,300,000                                 | 70.0%                            
|Under
        the name of the Trust   | -                                           | 6,200,000                                  | -                                
|Total                                 | 86,500,000                                  | 86,500,000                                 | 70.0%                            



4.
Amount of the creation of the Trust: approximately JPY 42.0 billion



5.
Effect on the financial results for the fiscal year ending March 31,
2004:

The profit on the creation of the Trust as a result of the transfer above
has been reflected in NEC's non-consolidated financial results
forecast announced on October 23, 2003.    There
will be no effect on NEC's consolidated financial results since
such profit shall not be posted in the accounting principles
generally accepted in the United States.