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 June 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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|The
				following is an English translation of the Notice of Resolutions adopted at the 166th
				Ordinary General Meeting of Shareholders of NEC Corporation
				held on June 22, 2004.  The Company provides
				this translation for your reference and convenience only and
				without any warranty as to its accuracy or otherwise.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



NEC Corporation7-1, Shiba 5-chome,Minato-ku, Tokyo

June 22, 2004

To Our Shareholders:

# NOTICE OF RESOLUTIONS ADOPTED AT
THE 166THORDINARY GENERAL MEETING OF SHAREHOLDERS

We are pleased to inform you that at the 166th Ordinary
General Meeting of Shareholders of NEC
Corporation (the "Company") held today, a report was given,
and resolutions passed, as follows.

## Matters to be Reported Upon:

A report on the Business Report,
Balance Sheet and Statement of Income with respect to the 166th
Business Period from April 1, 2003 to March 31, 2004 was made.

## Matters to be Voted Upon:

"PROPOSAL NO. 1: APPROVAL OF PROPOSED APPROPRIATION OF RETAINED
EARNINGS FOR THE 166TH BUSINESS PERIOD"
It was resolved that the proposed be approved as proposed. It was decided to distribute
year-end dividends of 3 yen per share for the 166th Business Period.

"PROPOSAL NO. 2: PARTIAL AMENDMENTS
TO THE ARTICLES OF INCORPORATION" It was resolved that the proposed be approved as proposed.
The new Article was established to enable the Company to purchase its own shares pursuant
to a resolution of the Board of Directors in response to amendments to the Commercial Code
of Japan, and the amendments were made to shorten the term of office of Directors from two
years to one year in order to clarify Directors' responsibilities for management in each
business period.

"PROPOSAL NO. 3: ELECTION OF FIFTEEN DIRECTORS" It was resolved that Messrs.
Hajime Sasaki, Akinobu Kanasugi, Kaoru Yano, Toshiro Kawamura, Shunich Suzuki,
Tsutomu Nakamura, Kazumasa Fujie, Toshio Morikawa, Koichi Kimura, Akira Uehara,
Kazuhiko Kobayashi, Konosuke Kashima, Yasuo Matoi, Iwao Fuchigami and Saburo
Takizawa be elected to the Board of Directors (Messrs. Toshio Morikawa and
Koichi Kimura are outside directors stipulated in Paragraph 2 (7)-2, Article
188 of the Commercial Code of Japan).

"PROPOSAL NO. 4: ELECTION OF THREE
CORPORATE AUDITORS" It was resolved that Mr. Tsuneo Kabe be re-elected
and THAT Messrs. Shigeo Matsumoto and Muneo Shigematsu be newly elected
to the Board of Corporate Auditors (Messrs. Tsuneo Kabe and Muneo Shigematsu
are outside corporate auditors stipulated in Paragraph 1, Article 18 of the
Law for Special Exceptions to the Commercial Code Concerning Audit, etc. of
Kabushiki-Kaisha).

"PROPOSAL NO. 5:
ISSUANCE OF STOCK ACQUISITION RIGHTS WITH FAVORABLE CONDITIONS TO
PERSONS OTHER THAN THE SHAREHOLDERS FOR THE PURPOSE OF GRANTING STOCK OPTIONS"
It was resolved that the proposal be approved as proposed. It was decided that
for the purpose of granting stock options with a view to promoting the management
highly conscious of the shareholder value and creating a motivation to improve
business results of NEC Group, the rights to acquire no more than 350,000 shares
of the Company's common stocks be issued to the persons who are directors, corporate
officers, executive general managers, employees having important responsibilities
equivalent to those of corporate officers or executive general managers, and
full-time presidents of the Company's important subsidiaries in Japan (excluding
companies whose stocks are listed and their subsidiaries) from the strategic
viewpoint of the Company and its group companies.

"PROPOSAL NO. 6: PRESENTATION OF RETIREMENT
ALLOWANCES TO RETIRING DIRECTORS AND CORPORATE AUDITOR"
It was resolved that retirement allowances to the retiring Directors, Messrs.
Koji Nishigaki, Mineo Sugiyama, Shigeo Matsumoto, Yoshio Omori and Makoto Maruyama,
and to the retiring Corporate Auditor, Mr. Kenji Usui, be presented within a
reasonable amount according to the rules of the Company, and THAT the Board
of Directors and the Corporate Auditors then in office be authorized to decide
the amount, time and method of payment, etc. in respect of the retirement
allowances to the retiring Directors and Corporate Auditor, respectively.

Very truly yours,

Hajime SasakiChairman of the Board