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 April 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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April 28, 2004



(Translation)



Announcement
as to Issue of Stock Acquisition Rights for Stock Option Plan



NEC
Corporation ("NEC") announced that, pursuant to Article
280-20 of the Commercial Code of Japan, it was resolved at the
meeting of the Board of Directors of NEC held on April 28, 2004, that
it will issue "stock acquisition rights" (rights to
subscribe for or acquire shares from the company - shinkabu
yoyakuken -, the "Stock Acquisition Rights") as
follows:



1.
Reason for issue of the Stock Acquisition Rights with favorable
conditions to persons other than the shareholders

With
a view to promoting the management highly conscious of the
shareholder value and to creating a motivation to improve business
results of NEC and its group companies ("NEC Group"), NEC
issues the Stock Acquisition Rights to the Holders (as defined in 2
below) for the purpose of granting stock options.



2.
Persons to whom the Stock Acquisition Rights will be allotted and
number of the Stock Acquisition Rights which will be allotted

NEC will
allot to each of the following persons (the "Holder(s)"),
who will be in office on the day of issue of the Stock Acquisition
Rights, the number of the Stock Acquisition Rights as follows:



|Position                                                                                                                                                                                                                   | Number
				of the Stock Acquisition Rights
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------
|(1)
				Directors                                                                                                                                                                                                         
|Chairman
				of the Board                                                                                                                                                                                                  | 10                                        
|Vice
				Chairman of the Board                                                                                                                                                                                             | 10                                        
|President                                                                                                                                                                                                                  | 10                                        
|Senior
				Executive Vice President                                                                                                                                                                                        | 8                                         
|Executive
				Vice President                                                                                                                                                                                               | 6                                         
|Senior
				Vice President                                                                                                                                                                                                  | 4                                         
|Director
				(non-executive)                                                                                                                                                                                               | 3                                         
|(2)
				Corporate officers                                                                                                                                                                                                
|Executive
				Vice President                                                                                                                                                                                               | 4                                         
|Senior
				Vice President                                                                                                                                                                                                  | 3                                         
|Associate
				Senior Vice President                                                                                                                                                                                        | 2                                         
|(3)
				Employees having important responsibilities equivalent to those
				of Associate Senior Vice President                                                                                                            
|                                                                                                                                                                                                                           | 2                                         
|(4)
				Executive General Manager and employees having important
				responsibilities equivalent to those of Executive General
				Managers                                                                               
|                                                                                                                                                                                                                           | 1                                         
|(5)
				Full-time presidents of NEC's subsidiaries in Japan
				(excluding companies whose stocks are listed and their
				subsidiaries) which are important from the view point of the
				business strategy of NEC Group
|                                                                                                                                                                                                                           | 1                                         



3.
Terms of issue of the Stock Acquisition Rights

(1)
	Class and Total Number of NEC Shares to be issued or acquired upon
	exercise of the Stock Acquisition Rights

No more
than 350,000 shares of the NEC's common stocks (1,000 shares
per one Stock Acquisition Right) will be issued or transferred to the
Holders.  In the event that the NEC splits or consolidates its shares
of common stock ("stock split or consolidation"), the
number of shares to be issued or transferred upon exercise of the
Stock Acquisition Rights which have not been exercised at the time of
such stock split or consolidation shall be adjusted according to the
following formula, with fraction less than one share resulting from
the adjustment to be discarded.



Number
of shares after adjustment    =    Number of shares before adjustment    x    
Ratio of stock split or consolidation



(2)
Total number of the Stock Acquisition Rights to be issued

No
more than 350



(3)
Issue Price of the Stock Acquisition Rights

None



(4)
Date of issue of the Stock Acquisition Rights

July 12,
2004



(5)
Amount to be paid upon exercise of the Stock Acquisition Rights

The
price to be paid in per share upon exercise of each of the Stock
Acquisition Rights (the "Exercise Price") shall be equal
to the price obtained by multiplying by 1.05 the average of the
closing prices in regular way of shares of NEC on the Tokyo Stock
Exchange on each day (except the days on which no sales took place)
during the month immediately preceding the month in which the Stock
Acquisition Rights are issued, with fractional amounts of less than
one yen resulting from the calculation to be round up to one yen,
provided that if the Exercise Price so calculated shall be less than
the closing price of shares of NEC on the date Stock Acquisition
Rights are issued, such closing price shall become the Exercise
Price.

In the
event that NEC issues new shares or transfers treasury shares at less
than the market price (excluding issue or transfer upon conversion of
convertible bonds pursuant to Article 341-2 of the Commercial Code of
Japan before its amendment effective from April 1, 2002, exercise of
rights pursuant to Item 3 of Paragraph 2, Article 210-2 the
Commercial Code of Japan before its amendment effective from October
1, 2001 and exercise of stock acquisition rights), the Exercise Price
shall be adjusted in accordance with the following formula, with
fractional amounts of less than one yen resulting from the adjustment
to be rounded up to one yen.



Exercise
Price after adjustment    =

Exercise
Price before adjustment    x

{ Number
of shares outstanding    +    ( Number of new shares to be issued    x    Amount
to be paid per share )

/    
Market price per share before issue of new shares }    /    ( Number of
shares Outstanding    +    Number of new shares to be issued )



In
the event of stock split or consolidation after the issues of the
Stock Acquisition Rights, the Exercise Price will be adjusted in
accordance with the following formula, with fractional amounts of
less than one yen resulting from adjustment to be rounded up to one
yen.



Exercise
Price after adjustment    =    Exercise Price before adjustment    x    
( 1    /    Ratio of stock split or consolidation )



(6)
Exercise Period

From
July 1, 2006 to June 30, 2010.



(7)
Condition of exercise the Stock Acquisition Rights

(i)
The Holders may exercise the Stock Acquisition Rights so long as the
Holders are directors, corporate officers or employees of NEC or its
subsidiaries (excluding companies whose stocks are listed and their
subsidiaries) at the time of exercise of the Stock Acquisition
Rights.  Notwithstanding the foregoing, if a Holder loses such
position during the Exercise Period, such Holder may exercise its
Stock Acquisition Rights for a period of one year after losing such
position.  Furthermore, if a Holder loses such position on or before
June 30, 2006, such Holder may, nevertheless, exercise its Stock
Acquisition Rights for a period of one year from July 1, 2006.

(ii)
Successors or heirs of the Holder shall not exercise the Stock
Acquisition Rights.

(iii)
The exercise of the Stock Acquisition Rights, in part, shall not be
permitted.

(iv)
Other conditions for the exercise of the Stock Acquisition Rights
shall be provided for in an agreement to be entered into between NEC
and each Holder of the Stock Acquisition Rights, pursuant to the
resolutions to be adopted at the 166th Annual General Meeting of
Shareholders of NEC, and the resolutions of NEC's Board of
Directors.



(8)
Events and conditions for cancellation of the Stock Acquisition
Rights

NEC
may cancel the Stock Acquisition Rights without any consideration in
the following events:

(i)
If the Holders become unable to exercise the Stock Acquisition Rights
pursuant to the conditions set forth in paragraph (7) above;

(ii)
If an agreement for merger with the other company, pursuant to which
NEC will be dissolved, is approved by a shareholders meeting of NEC;
or

(iii)
If an agreement for stock exchange or matters related to stock
transfer, pursuant to which NEC becomes a wholly owned subsidiary of
the other company, are approved by a shareholders meeting of NEC.



(9)
Limitation on transfer of the Stock Acquisition Rights

The
transfer of the Stock Acquisition Rights shall be approved by Board
of Directors of NEC.



*The
issue of the Stock Acquisition Rights described above is subject to
the shareholder's approval at the 166 Annual General Meeting of
Shareholders of NEC to be held on June 22, 2004.