FORM
  6-K

SECURITIES
  AND EXCHANGE COMMISSION

WASHINGTON,
  D. C. 20549

---

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

---

NEC
  CORPORATION

(Translation
  of registrant's name into English)

---

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

(Address
  of principal executive offices)

---




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 ]



---

SIGNATURE



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




---












---



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





NEC Corporation



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

Hajime SasakiChairman of the Board

May 31, 2004



To Our Shareholders:



NOTICE
OF THE 166TH ORDINARY GENERAL MEETING OF SHAREHOLDERS



This is to inform you that the Hundred and Sixty-sixth Ordinary General Meeting of Shareholders (the
"Meeting") of NEC Corporation (the "Company")
will be held as follows:



1. DATE: June 22, 2004 (Tuesday) at 10:00 A.M. Japanese Standard Time

2. PLACE: Auditorium
on the basement floor of the head office of NEC Corporation at
7-1, Shiba 5-chome, Minato-ku, Tokyo

3. AGENDA
OF THE MEETING

MATTERS TO BE REPORTED UPON:

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



MATTERS
	TO BE VOTED UPON:

(1) Approval
of proposed appropriation of retained earnings for the 166th
Business Period

(2) Partial Amendments to the Articles of Incorporation

(The outline of this proposal is shown in
"REFERENCE DOCUMENTS FOR EXERCISING VOTING RIGHTS" described below (pp.37 to 38).)

(3) Election
	of Fifteen Directors

(4) Election
of Three Corporate Auditors

(5) Issue of Stock
Acquisition Rights with Favorable Conditions to Persons
Other Than the Shareholders for the Purpose of Granting Stock
Options

(The
outline of this proposal is shown in "REFERENCE DOCUMENTS FOR
EXERCISING VOTING RIGHTS" described below (pp.49 to 52).)

(6) Presentation
	of Retirement Allowances to Retiring Directors and Retiring Corporate Auditor





---

BUSINESS
REPORT

(For the
Period from April 1, 2003 to March 31, 2004)



1.
Review of Operations

(1)
Development and Results of Operations

Overview

The
global economy in the 166th Business Period continued steady
expansion mainly in the United States and the Asian region although
its rate of expansion was slowed in the first quarter due mainly to
the aggravation of the situation in Iraq and the outbreak of Severe
Acute Respiratory Syndrome ("SARS").

In
Japan, the economy showed moderate recovery reflecting a steady
increase in capital investment and export, while the growth in
consumer spending remained weak.

In
the electronics industry, the domestic market experienced sluggish
demand from business enterprises for IT ("information
technologies") products.  However, camera-equipped mobile
handsets and digital AV home electronics products such as flat panel
television receivers and DVD recorders, as well as related electronic
devices, showed steady growth.  In the overseas market, economic
recovery enhanced demand mainly for digital AV home electronics
products, mobile handsets and personal computers.

Under
this business environment, the Company considered this Period as the
starting point of its mid-term growth and operated its businesses
accordingly.

On
April 1, 2003, in the face of progressive integration of technologies
and customer needs in the IT and network areas, the Company
reorganized its business operations from an in-house company system
into nine business lines in order to strengthen its Integrated
IT/Network Solutions business.  Furthermore, the Company introduced
its mid-term growth strategies in October 2003 in order to build its
global operations based on its competitive position in the Japanese
market, which is evolving into the forefront of the advanced
IT/Network market in the world with the extensive infrastructures for
Broadband (expansion of high speed, large capacity networks and
related services) and Mobile (access to networks via mobile
information terminals) driven by consumer demand.

As
part of its initiatives to pursue the mid-term strategic objectives,
the Company undertook measures to further improve its financial
position.  The measures taken include the transfer of a portion of
its pension plan assets to the Japanese government to obtain the
release of its benefit obligations under government welfare
component, revisions to its pension and severance plans, an increase
of shareholders' equity by issuance of shares at market price,
as well as further reductions in interest-bearing debt.  Moreover,
the Company strived to reduce aggressively cost of sales by
implementing measures, among others, to reduce material costs,
produce innovation, enhance SCM ("supply chain management")
and promote development process innovation.

Net
sales in the Period decreased by 272.3 billion yen (down 9.8%) from
the previous period to 2,509.1 billion yen.  This was primarily due
to the separation of the Semiconductor Solutions business in November
2002.  However, shipments of mobile handsets and digital terrestrial
broadcasting systems in Japan increased, and as a result, net sales
of various services such as system integration services remained at
the level of the previous period.  Orders received decreased by 257.4
billion yen (down 9.4%) from the previous period to 2,473.1 billion
yen.

Ordinary
income increased by 25.7 billion yen (up 421.3%) to 31.9 billion yen
from the previous period due to reduction of fixed expenses and cost
reduction activities.  Net income was 25.2 billion yen, an
improvement of 40.1 billion yen as compared with the previous period,
due to gains on the sales of shares in such subsidiaries as NEC
Electronics Corporation in connection with its initial public
offering and the sales of land and buildings at the Yokohama Plant
and the Central Research Laboratories as a result of reorganization
of research facilities to reinforce the Company's research and
technology development efforts.

The
Company paid an interim dividend of 3 yen per common share in
December 2003 for this Period.



Review
of Operations by Business Segments



The
following is a review of sales and orders received by each business
segment for this Period.



IT
Solutions Business

Sales
were 1,113.6 billion yen, a decrease of 23.9 billion yen (down 2.1%)
from the previous period.  This was primarily due to large orders the
Company received in the previous period in the areas that include
mainframe computers.  On the other hand, various services including
system integration services recorded robust sales.  Orders received
were 1,118.8 billion yen, an increase of 11.0 billion yen (up 1.0%)
from the previous period.  Major items of sales and orders received
were system integration services, personal computers, maintenance
services, outsourcing services, Internet services "BIGLOBE,"
software, PC servers, mainframe computers, workstations, and UNIX
servers.

The
Company centered its efforts to increase sales to governments and
major business enterprises faced with severe business environments
resulted from customer requirements for increased effectiveness of IT
investments.  With respect to an open mission critical system
(mission-critical system using open systems such as UNIX servers),
the Company delivered the first Japanese fully UNIX based core
banking accounting system, "BankingWeb21," to The Yachiyo
Bank, Ltd.  The Company also accumulated know-how for future business
developments, by having completed large projects involving advanced
technology such as digital terrestrial broadcasting systems.



Network
Solutions Business

Sales
were 1,387.8 billion yen, an increase of 211.2 billion yen (up 18.0
%) from the previous period.  This was attributable to strong sales
of mobile handsets in the domestic and overseas markets, and an
increase in the shipment of digital terrestrial broadcasting systems,
as a result of the launch of digital terrestrial broadcasting in
Japan.  Orders received were 1,348.6 billion yen, an increase of
201.9 billion yen (up 17.6%) from the previous period.  Major items
of sales and orders received were mobile handsets, mobile
communications systems, network integration services, broadband
access systems, optical backbone networking systems, broadcasting
transmitters, digital central office switching systems, PBXs, and IP
network equipment.

During
this Period, sales of the Company's mobile handsets with high
resolution, built-in cameras for NTT Docomo, Inc. grew significantly
in the domestic market.  In the overseas market, the Company received
additional orders from the Hutchison Whampoa group, which has
commenced the third generation ("3G") mobile
communications services in seven countries, and consequently, the
accumulated number of the orders the Company received from the group
reached six million.  Furthermore, the Company, utilizing its track
record in Internet Protocol ("IP") telephone systems, has
developed new solutions, such as Internet conference systems
integrating network and computer technologies and systems enabling
the integral administration and management of email, facsimile, and
voicemail communication.  In addition, as in the previous period, the
Company has continued its structural reforms that involve
reorganization of production bases, streamlining of development
processes, concentration of development resources with a selection of
own products, and re-allocation of human resources.



Research
and Development

The
Company continued its R&D programs mainly in the fields of system
devices and integrated IT and networks for new technologies to expand
its operations, and such other programs related to innovative
technologies to create new operations.  Highlights of the
achievements in R&D include the following examples:



|1. | Development
				of Software for the Autonomic Operation and Maintenance of
				Computing Systems
|-- | ------------------------------------------------------------------------------------------------

The
Company has developed autonomic computing software that automatically
carries out the operation and maintenance of computer systems ranging
from analysis of the operation status, to the determination and
application of appropriate solutions to detected problems.  Recently,
with the advancement of large-scale, complex systems, the demand for
autonomic systems that automatically fix their own problems, such as
server failures or increasing load, is increasing.  The
newly-developed software, upon identification of the cause of the
problem and detection of performance deterioration from the operation
status of the hardware and software that the system is comprised of,
automatically restores problems and replaces or adds servers in order
to balance the load, thereby enabling maintenance of steady
operation, and a reduction in costs related to operation and
maintenance of computing systems.



|2. | Development
				of State-of-the-Art Technology for Current DVD and Next
				Generation DVD Functional Compatibility and Approval of Next
				Generation DVD Format
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

Advancing
the development of next generation DVDs, which achieves four to five
times the storage capacity of current DVDs and can record and play
high-resolution digital images at length, the Company has succeeded
in creating a test model for the world's first compatible drive
capable of recording and playing back both current DVDs and next
generation DVDs with a single optical head.  Since next generation
DVDs use a light source significantly shorter than that of current
DVDs, a single DVD device requires to be equipped with two different
light sources in order to record and play back both current and next
generation DVDs.  In the event two optical heads are used, however,
the size of DVD devices will increase and the manufacturing cost will
rise.  With the development of compatible head technology, the
Company has created a next generation DVD device that can play and
record both current and next generation DVDs at the same size as the
current DVD devices.

In
addition, the DVD Forum, a worldwide standard association for DVD
formats, has approved "HD DVD," a next generation DVD
format that the Company and Toshiba had jointly proposed, as
standards for both read-only DVD players and rewritable DVD
recorders.  Allowing to share current DVDs' production
facilities as it is equipped with the same disc boards as those of
current DVDs, the format is expected to become a global standard for
next generation DVDs.



|3. | Development
				of World's Smallest, Slimmest, Card-Shaped, Camera-Equipped
				Mobile Handsets based on Cutting-Edge, Ultra-Thin Packaging
				Technology
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

Developing
world's smallest, slimmest, card-shaped, camera-equipped mobile
handsets, the Company has launched their sales on the Chinese market.
 Along with a slim structure of function modules (circuit board,
display, battery, and embedded antenna), this product is based on
packaging technology for slim modules, a compound structure of metal
and resin for high stiffness, as well as thin printed circuit board
to realize a slim circuit board.  The size of the product is
ultra-small and slim, nearly equal to the size of a business card,
with measurements of 8.6mm depth and a light weight of 70g.  The
Company intends to further advance this technology for improvement of
portability of mobile terminal devices and for application use in the
areas of compact electronic devices.



|4. | Development
				of Switching Technology that Utilizes Migration of Metal Atoms in
				a Solid Electrolyte
|-- | ---------------------------------------------------------------------------------------------------------

The
Company, the National Institute for Materials Science and the Japan
Science and Technology Agency has jointly developed "NanoBridge,"
a technology that utilizes migration of metal atoms in a solid
electrolyte and switches circuits on semiconductor chips, and has
succeeded in reconfiguration of the circuit with this element.  Since
this technology could reduce to one-tenth of the scale of
conventional semiconductor chips, leading to miniaturization and
price-reduction of products, the technology is expected to be used in
such multi-functional products as mobile handsets or digital AV home
electronics products.

(Note)
Solid electrolyte: A solid inside which ions can move freely.



Capital
Expenditures

The
Company's capital expenditures amount to 25.6 billion yen in
total during the Period.  They were appropriated for the expansion of
the R&D facilities for servers, mobile communications systems,
mobile handsets, and fiber network systems, as well as Internet
services "BIGLOBE"-related equipment.



Financing
Activities

The
Company, in December 2003, issued 250,000,000 new shares of common
stock in the offering both in Japan and overseas for raising funds
for capital expenditures and loans and investments to implement the
growth strategy and for the repayment of the interest-bearing debts
such as short-term borrowings.  In connection with the issuance of
these new shares, the Company issued additional 23,000,000 shares of
common stock to a third party in January 2004.  With the issue price
of 681.96 yen per share for each issuance, the total offering amount
was 186.1 billion yen.



(2)	Challenges
	to be Addressed by the Company

The
Company reorganized its management structure into a business line
system in April 2003, aiming to strengthen the Integrated IT/Network
Solutions business, and in October 2003, the Company adopted its
mid-term growth strategies to achieve firm profit-base and stable
growth in the Japanese market, to realize global business expansion,
to secure new growth opportunities and to maximize corporate value by
combining the Company's strengths such as software development
capabilities with those of its affiliated companies.  In order to
ensure the successful implementation of these strategies, the Company
believes that it is necessary to address adequately various risks
associated with the operations, including increases in development
costs resulting from customers demand for more sophisticated and
complex systems and to focus its efforts on expanding businesses by
assessing accurately the changes in the market conditions and taking
advantage of its strength in software development capabilities and
network technologies.  To further strengthen its capabilities to
respond to fast-changing markets, the Company reorganized its
business structure from nine business lines to a management system
comprising of eleven Business Units, Marketing Unit, R&D Unit and
corporate staff on April 1, 2004.  Under this structure, the Company
aims to implement the following management strategies.



|1. | Strengthening
				of Business Execution Capabilities
|-- | ----------------------------------------------------

In
the Integrated IT/Network Solutions domain, through the progress of
broadband and mobile environments, the market is drastically changing
toward realization of a ubiquitous society (an advanced society with
an environment that enables access to network from anywhere, anytime,
through various information and telecommunication devices).  The
Company will, through advancement of customer-oriented business, as
well as prompt and correct responses to market changes, strive to
provide integrated solutions that fulfill customer satisfaction.  In
addition, through development process reform, cost of sales
reduction, and production innovation, the Company will further
promote its cost reduction efforts, and aim to strengthen management
of risk associated with its business execution and development
process.



|2. | Acceleration
				of Growth Strategy Implementation
|-- | --------------------------------------------------

In
	Japan, while aiming to strengthen and expand the system integration
	services business as its earnings base, the Company will strive for
	expanding the Integrated IT/Network Solutions business utilizing
	network-related technologies and know-how that the Company boasts.
	Overseas, leveraging on innovation in the Japanese market, the
	Company will actively advance overseas development in the area of
	mobile business primarily in China and Europe, together with the
	expansion of the solutions business such as the system integration
	services business in China and South East Asia.



|3. | Maximization
				of Synergy through Consolidation of Management Resources with
				Affiliated Companies
|-- | -------------------------------------------------------------------------------------------------------

The
	Company, consolidating the Company's and its affiliated
	companies' management resources such as R&D development
	capabilities, intellectual assets, and human resources, will aim to
	maximize its entire corporate value through maximum exploitation of
	the synergy created by such resources. Taking into account the
	growing importance of software in the areas that include
	semiconductors, mobile handsets, and network infrastructure, the
	Company particularly aims to strengthen competitiveness through
	cross-functional exploitation of its software development
	capabilities.



|4. | Promotion
				of Structural Reforms
|-- | -----------------------------------

Regarding
	the business areas such as broadband and other businesses where
	changes in market environments are volatile, the Company will,
	taking into account the results of reform policies that have been
	implemented to date, continue to carry out structural reforms such
	as switching to solutions businesses that mainly provide highly
	value-added software and services and improving development
	efficiency.



|5. | Strengthening
				of R&D and Intellectual Asset Strategy
|-- | --------------------------------------------------------

Amid
	a greatly changing market, along with enhancement of synergy between
	R&D and businesses and early commercialization of development
	results, the Company will actively create and protect its
	intellectual assets in the areas of Integrated IT/Network Solutions
	and Semiconductor Solutions, and will promote use of its
	intellectual assets by third parties in other areas, in order to
	strengthen its competitiveness.

Through
	the implementation of these measures, the management expects that
	the Company will further expand its businesses and improve its
	profitability and will evolve to be a global excellent company, and
	intends to respond to the expectations of the shareholders.



(3)
Changes in the Results of Operations and the Conditions of Assets and
Liabilities

During
	the 163rd Business Period, orders received as well as net sales
	increased from the previous period, and ordinary income and net
	income recorded a profit.  During the 164th Business Period, due to
	the continuing stagnant conditions of the Japanese economy, and IT
	recession on a worldwide basis, orders received and net sales showed
	a sharp decrease compared to the previous period, and ordinary loss
	was recorded.  Net income turned to a large loss, due to recognizing
	restructuring charges as the extraordinary loss.  During the 165th
	Period, orders received and sales decreased compared to the previous
	period.  However, due to reduced fixed expenses and cost of sales
	achieved as a result of structural reforms, ordinary income improved
	and turned black.  Net income, however, marked a loss due to the
	extraordinary loss that was accounted for by the devaluation of
	investments in affiliated companies and securities.  During this
	Period, although orders received and net sales decreased from the
	previous period due to the separation of the Semiconductor Solutions
	business in November 2002, ordinary income increased due to decrease
	in fixed expenses and cost of sales, and net income turned black
	owing to gains on sales of shares of subsidiaries in connection with
	their initial public offerings as well as gains on the sale of fixed
	assets.

Changes
	of major indices are shown in the following table:



|(In billions
			of yen except per share figures)
|------------------------------------------------

|Business
			Period---------Indices   | 163rd Business
			Period 4/1/00-3/31/01 | 164th Business
			Period 4/1/01-3/31/02 | 165th Business
			Period 4/1/02-3/31/03 | 166th Business
			Period 4/1/03-3/31/04
|------------------------------------ | --------------------------------------- | --------------------------------------- | --------------------------------------- | ---------------------------------------
|Orders
			received                   | 4,010.4                                 | 3,445.5                                 | 2,730.5                                 | 2,473.1                                
|Net sales                            | 4,099.3                                 | 3,562.3                                 | 2,781.4                                 | 2,509.1                                
|Ordinary income (loss)               | 63.9                                    | (96.5)                                  | 6.1                                     | 31.9                                   
|Net income (loss)                    | 23.6                                    | (286.2)                                 | (14.9)                                  | 25.2                                   
|Net
			income (loss) per share (yen) | 14.45                                   | (172.87)                                | (9.01)                                  | 14.43                                  
|Total assets                         | 3,716.1                                 | 3,273.5                                 | 2,701.0                                 | 2,682.4                                
|Net assets                           | 1,041.6                                 | 735.1                                   | 672.0                                   | 913.1                                  



|(Note) | 1. | From
				this Period, in accordance with the Ministry Ordinance regarding
				the Partial Amendments to the Enforcement Regulations of
				Commercial Code (Ministry of Justice Ordinance, No. 7 of 2003),
				the Japanese expression of net income (loss) and net income
				(loss) per share have been changed from "Toh-ki Son-eki" and
				"Hito-kabu-atari Toh-ki Son-eki" to "Toh-ki Jun Son-eki"
				and "Hito-kabu-atari Toh-ki Jun Son-eki", respectively.                                                                                                                                             
|------ | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | 2. | Computation
				of net income per share is based on the average number of shares
				outstanding during each period.  From the 164th Business Period,
				the number of treasury stock is excluded from the average number
				of shares.  In addition, from the 165th Business Period, the
				Company has applied "Accounting standard regarding the net income
				per share" (Statement of Accounting Standards Board of Japan No.
				2) and "Guideline for the application of the accounting standard
				regarding the net income per share" (Guideline of Accounting
				Standards Board of Japan No. 4).
|       | 3. | The
				Company has applied the consolidated tax returns from the 165th
				Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              





---



2. Outline of the
    Company(as
    of March 31, 2004)


(1) Major Operations


The Company's primary
  business is IT/Network solution business including manufacture and sale of computers,
  communications equipment and software as well as provision of their related
  services.


The Company's major
  services and products by each business segment are as follows :


|Business
      Segment           | Major Services and
      Products                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Percentage of Total
      Sales
|-------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------
|IT
      Solutions Business      | System
      integration services (system integration and consulting), software (operating
      system, middlewares, application software), outsourcing services, Internet
      service "BIGLOBE", maintenance services, education services, mainframe
      computers, PC servers, UNIX servers, workstations, supercomputers, POS (Point
      of Sales) systems, multimedia terminals, storage equipment, personal computers,
      printers                                                                                                                                                                                                                                    | 44.4%                          
|Network
      Solutions Business | Network
      integration services (network system integration and maintenance services,
      etc), optical backbone networking systems, broadband access systems (ADSL
      systems, cable modems, etc), IP network equipment (IP switching routers
      and servers), voice/IP phones, digital central office switching systems,
      PBXs, mobile communications systems, microwave communications systems, satellite
      communications systems, wireless access systems, cellular phones, broadcasting
      transmitters, visual information systems, network management systems, aerospace
      electronic systems, defense electronic systems (radar equipment, etc.) | 55.3%                          
|Others                           | 0.3%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Total                            | 100%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



(2) Principal Offices,
    Plants and Laboratories


1. Offices


|Name                                   | Location                
|-------------------------------------- | ------------------------
|Head Office                            | Minato-ku,
        Tokyo
|Hokkaido Branch
        Division       | Sapporo                 
|Tohoku Branch
        Division         | Sendai                  
|Kanto-Shinetsu
        Branch Division | Saitama                 
|Kanto-minami
        Branch Division   | Yokohama                
|Shizuoka Branch
        Division       | Shizuoka                
|Chubu Branch
        Division          | Nagoya                  
|Hokuriku Branch
        Division       | Kanazawa                
|Kansai Branch
        Division         | Osaka                   
|Chugoku Branch
        Division        | Hiroshima               
|Shikoku Branch
        Division        | Takamatsu               
|Kyushu Branch
        Division         | Fukuoka                 

2. Plants and Laboratories


|Name                                  | Location    
|------------------------------------- | ------------
|Fuchu Plant                           | Fuchu, Tokyo
|Tamagawa Plant                        | Kawasaki    
|Sagamihara
        Plant              | Sagamihara  
|Yokohama Plant                        | Yokohama    
|Abiko Plant                           | Abiko       
|Central Research
        Laboratories | Kawasaki    

(3) Employees


|Category         | Number of Employees | Increase (Decrease
        ) from March 31, 2003 | Average Age | Average Years
        of Employment
|---------------- | ------------------- | ------------------------------------------------ | ----------- | -----------------------------------
|Male             | 19,257              | (453)                                            | 39.8        | 16.3                               
|Female           | 4,253               | (212)                                            | 33.9        | 12.5                               
|Total or Average | 23,510              | (665)                                            | 38.7        | 15.6                               



(4) State of Shares




|1. | Total
      Number of Authorized Shares                                                                                                                                                                         | 3,200,000,000 shares
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------
|2. | Total Number of
      Shares Issued                                                                                                                                                                             | 1,929,268,717 shares
|   | Note:The number of shares issued increased by 273,000,000 shares in connection
      with the offering by the Company and by 528 shares as a result of conversion
      of convertible bonds during the Period.
|3. | Number of Shareholders                                                                                                                                                                                          | 224,418 persons     
|4. | Major Shareholders
      (Top 10)                                                                                                                                                                               |                     

|(In
      thousands of shares)
|------------------------------

|Name of Shareholders                                                      | Number of Shares
        Held (Percentage of Voting Rights Held) | The Company's
        Holding in Shareholders 
        (Percentage of Voting Rights Held)
|------------------------------------------------------------------------- | ---------------------------------------------------------------- | -----------------------------------------------------------------------------------------
|The Chase Manhattan
        Bank, N.A.
        London                     | 168,252 (8.79%)                                                  | None
        (None)                                                                      
|Japan Trustee
        Services Bank, Ltd. (Trust Account)                 | 89,563 (4.68%)                                                   | None
        (None)                                                                      
|The Master
        Trust Bank of Japan, Ltd. (Trust Account)              | 76,248 (3.99%)                                                   | None
        (None)                                                                      
|The State Street
        Bank and Trust Company                           | 43,692 (2.28%)                                                   | None
        (None)                                                                      
|The Chase Manhattan
        Bank, N.A.
        London, SL Omnibus Account | 43,622 (2.28%)                                                   | None
        (None)                                                                      
|Nippon Life
        Insurance Company                                     | 42,296 (2.21%)                                                   | None
        (None)                                                                      
|Sumitomo Life Insurance
      Company                                     | 41,000 (2.14%)                                                   | None
      (None)                                                                        
|The Melon Bank
        Treaty Clients Omnibus                             | 37,991 (1.99%)                                                   | None
        (None)                                                                      
|NEC Employee
        Shareholding Association                             | 24,679 (1.29%)                                                   | None
        (None)                                                                      
|The Dai-ichi
        Mutual Life Insurance Company                        | 24,569 (1.28%)                                                   | None
        (None)                                                                      



5. Classification of Shareholders


|Classification
        of Shareholders           | Number
        of Shares Held | Percentage
        of Shares Held | Number
        of Shareholders
|------------------------------------------------ | ----------------------------- | --------------------------------- | ------------------------------
|Japanese
        government and local government | 123,020                       | 0.01%                             | 1                             
|Financial
        Institutions                   | 567,933,539                   | 29.44%                            | 285                           
|Securities
        Companies                     | 34,335,586                    | 1.78%                             | 120                           
|Other
        Corporations                       | 86,519,492                    | 4.48%                             | 2,430                         
|Foreign
        Investors                        | 698,897,473                   | 36.23%                            | 781                           
|Japanese
        Individuals and Others          | 541,459,607                   | 28.06%                            | 220,801                       
|Total                                            | 1,929,268,717                 | 100%                              | 224,418                       

|(1) | Shares acquired
      by the Company      |                
|--- | ----------------------------------------- | ---------------
|    | Number of Common
      Stock              | 265,279        
|    | Total Amount Paid
      for Acquisition   | 205,415,511 yen
|(2) | Shares disposed of
      by the Company   |                
|    | Number of Common
      Stock              | 129,874        
|    | Total Amount Paid
      for Disposal      | 90,965,132 yen 
|(3) | Treasury stock as
      of March 31, 2004 |                
|    | Number of Common
      Stock              | 2,168,439      

7. Stock acquisition rights issued by the Company (the "Rights")


(1)Number of the Rights


671


(2)Class and number
  of shares to be issued or transferred upon exercise of the Rights


671,000 shares of the
  Company's common stocks


(1,000 shares per Right
  )


(3)Issue price of the
  Rights


None




8. The Rights issued with favorable conditions to persons other than the Shareholders
  During the Period


(1) Class and number
  of shares to be issued or transferred upon exercise of the Rights


313,000 shares of the
  Company's common stocks


(1,000 shares per Right)


(2)Issue price of the
  Rights


None


(3)The amount to be
  paid for exercising of the Rights per share


769 yen


(4)Conditions of exercise
  of the Rights


1. The Rights
    can be exercised from July 1, 2005 to June 30, 2009
2. Any Person
    to whom the Rights were allotted (the "Holder") may exercise the
    Rights so long as the Holder is a director, corporate officer or employee
    of the Company or its subsidiaries (excluding companies whose stocks are listed
    and those subsidiaries) at the time of exercise of the Rights. Notwithstanding
    the foregoing, if a Holder loses such position during the period described
    in (a) above, such Holder may exercise the Rights for a period of one year
    after losing such position, but not later than the end of the period described
    in (a) above (i.e. on or before June 30, 2009). Furthermore, if a Holder loses
    such position on or before June 30, 2005, such Holder may, nevertheless, exercise
    the Rights for a period of one year from July 1, 2005.
3. Successors
    or heirs of a Holder shall not exercise the Rights.
4. The exercise
    of the Rights, in part, shall not be permitted.
5. Other conditions
    shall be provided in an agreement for allotment of stock acquisition rights
    (agreement for the grant of stock option).

(5)Events and conditions
  for cancellation


The Company may cancel
  the Rights without any consideration in the following events:


1. If the Holder becomes
      unable to exercise the Rights pursuant to the conditions set forth in paragraph
      (4) above;
2. If an agreement
      for merger with another company, pursuant to which the Company will be dissolved,
      is approved by a shareholders meeting of the Company; or
3. If an agreement
      for stock exchange or a matter related to stock transfer, pursuant to which
      the Company becomes a wholly owned subsidiary of another company, is approved
      by a shareholders meeting of the Company.

(6)Description of favorable
  conditions




(7)The name of the
  Holders and the Number of the Rights allotted


1. Directors
      Name
          Number
          Name
          NumberHajime
              Sasaki
          10
          Toshiro
              Kawamura
          6Koji Nishigaki
          10
          Makoto Maruyama
          4Akinobu Kanasugi
          10
          Shunichi Suzuki
          4Mineo Sugiyama
          8
          Tsutomu Nakamura
          4Shigeo Matumoto
          6
          Kazumasa Fujie
          4Yoshio Omori
          6
          Toshio Morikawa
          3Kaoru Yano
          6
          Koichi Kimura
          3

1. Designated employees,
      etc. (Top 10)
      Name
          Number
          Name
          NumberKazuhiko
              Kobayashi
          4
          Taiji
              Suzuki
          3Hiroshi
            Takakuta
          4
          Kenji
            Yoshiyama
          3Keiichi
            Shimakura
          3
          Kenji
            Ikehara
          3Yukio
            Doi
          3
          Toru
            Katayama
          3Yasushi
            Kaito
          3
          Konosuke
            Kashima
          3

(8)Details of the Rights
  with favorable conditions to Designated employees during the Period


|Classification                     | Allocated number
        of the Rights | Class and Number
        of Shares to be issued or transfer upon exercise of the Right | Total Number
        of the persons
|---------------------------------- | -------------------------------------- | -------------------------------------------------------------------------------------- | -----------------------------------
|Employee                           | 197                                    | 197,000 shares
        of common stock                                                 | 138                                
|Director
      of the subsidiaries | 32                                     | 32,000
      shares of common stock                                                    | 32                                 



(5) Important Business
    Affiliations


1. NEC Group


The Company, together
  with its affiliated companies, has aggressively promoted the IT/Network solutions
  and semiconductor solutions businesses both in Japan and overseas.


As the business environment
  changed drastically due to the acceleration of integration of IT and network
  technologies toward a ubiquitous society, new business opportunities expanded
  as seen in the wide use of the IP technology for networks in the business enterprises,
  introduction of networks at municipal governments and progress of convergence
  of broadcasting and communications. Aiming to achieve the mid-term growth strategic
  objectives under this business environment, the Company enhanced its service
  and software business, including system integration services, to realize stable
  profits and reorganized its structure into a business line system to strengthen
  its capabilities in response to the changing market. At the same time, the Company
  positioned each affiliate company under the new business line system. The Company
  and its affiliated companies further promoted cost reduction activities, including
  reduction of material costs, production innovation, strengthening of SCM and
  development process innovation. With regard to non-corebusinesses, the
  Company continued its structural reforms by the sale of a manufacturing subsidiary
  of ADSL products to an electronic manufacturing service ("EMS")
  company and the sale of laser processing business. Moreover, NEC Electronics
  Corporation, a subsidiary providing semiconductor solutions and NEC System Technologies,
  Ltd., a subsidiary providing system integration and software development services,
  successfully completed the initial public offering to realize their corporate
  value.


Consolidated net sales in the Period increased by 211.7 billion yen (up 4.5%)
  to 4,906.8 billion yen from the previous period due mainly to an increase in
  sales of mobile handsets, terrestrial digital broadcasting systems for domestic
  market and optical disc drives. Consolidated operating income was 182.6 billion
  yen, an increase of 61.8 billion yen (up 51.1%) from the previous period, due
  to an increase of net sales and reduction of fixed expenses. Consolidated net
  income was 41.0 billion yen, an improvement of 65.6 billion yen from the previous
  period, due to gain on the sales of shares and adjustment of the book value
  for investment made in connection with the initial public offering of NEC Electronics
  Corporation and another company.




The Company had 195
    consolidated subsidiaries including 20 principal subsidiaries shown below,
    and 44 affiliates accounted for by the equity method.


|Name of Subsidiaries                                | Capital           | Percentages of
        Voting Rights Held | Main Business                                                                                                                                         
|--------------------------------------------------- | ----------------- | ----------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                    | (Millions of yen) | (%)                                       |                                                                                                                                                       
|NEC
        Personal Products, Ltd.                 | 15,000            | 100                                       | Development,
        manufacture, sale and maintenance of personal computers                                                                          
|NEC AccessTechnica,
        Ltd.                    | 4,000             | 100                                       | Manufacture
        and sale of peripheral equipment of computers, communications equipment,
        etc. for the Company and its affiliated companies
|NEC
        Computertechno, Ltd.                    | 1,200             | 100                                       | Manufacture
        and sale of mainframe computers, etc. for the Company and its affiliated
        companies                                        
|NEC Nexsolutions,
        Ltd.                      | 815               | 100                                       | Provision of
        system integration services and sale of computers, etc.                                                                          
|NEC
        Yamaguchi, Ltd.                         | 400               | 100(100)                                  | Manufacture
        and sale of semiconductors for the affiliated companies                                                                           
|NEC Saitama,
        Ltd.                           | 200               | 100                                       | Manufacture
        of communications equipment for the Company                                                                                       
|NEC
        Electronics Corporation                 | 85,955            | 65.0                                      | Manufacture
        and sale of semiconductors                                                                                                        
|NEC
        System Integration & Construction, Ltd. | 13,122            | 27.1                                      | Installation
        of telecommunications systems and sale of communications equipment and
        computers, etc.                                   
|NEC
        TOKIN Corporation                       | 12,990            | 40.5(0.5)                                 | Manufacture
        and sale of materials and components for electronics applications                                                                 
|NEC Infrontia,
        Ltd.                         | 10,331            | 54.1(0.02)                                | Manufacture
        and sale of communications systems, POS terminals, etc.                                                                           
|NEC Fielding
        Ltd.                           | 9,670             | 67.1                                      | Installation
        and maintenance of computers and network systems                                                                                 
|Nippon Avionics
        Co., Ltd.                   | 8,769             | 50.3                                      | Manufacture
        and sale of information systems, electronic equipment and electronic components                                                   
|NEC Soft, Ltd.                                      | 8,668             | 37.1                                      | Provision of
        system integration services, etc., and development and sale of software                                                          
|NEC System
        Technologies, Ltd.               | 6,796             | 66.7                                      | Provision of
        system integration services, etc., and development and sale of software                                                          
|NEC Machinery
        Corporation                   | 2,576             | 55.0(14.6)                                | Manufacture
        and sale of semiconductors manufacturing equipment and production automation
        facilities, etc.                             
|NEC Mobiling,
        Ltd.                          | 2,370             | 67.1                                      | Sale of communications
        equipment and development of software                                                                                  



|Name of Subsidiaries                                   | Capital                             | Percentages of
          Voting RightsHeld | Main Business                                                                                     
|------------------------------------------------------ | ----------------------------------- | ------------------------------------------ | --------------------------------------------------------------------------------------------------
|                                                       | (Thousands
        of U.S. dollars) |                                            |                                                                                                   
|NEC Electronics
        America Inc. (U.S.A.)          | 380,800                             | 100(100)                                   | Manufacture
        and sale of semiconductors                                                    
|NEC America,
        Inc. (U.S.A.)                     | 166,490                             | 100(100)                                   | Manufacture
        and sale of communications equipment                                          
|NEC Solutions (America),
        Inc. (U.S.A)          | 28,508                              | 100(100)                                   | Sale of computers
        and related equipment and provision of system integration services, etc.
|                                                       | (Thousands
        of EURO)         |                                            |                                                                                                   
|NEC Computers
        International B.V. (Netherlands) | 161,788                             | 96.5                                       | Manufacture
        and sale of personal computers                                                

(Note)


1. Parenthetical figures
    indicate the percentage of voting rights held indirectly by the Company.
2. NEC Personal Products,
      Ltd. was renamed from NEC CustomTechnica, Ltd. when NEC CustomMax, Ltd.
      was merged into the company on July 1, 2003.
3. Each percentage
      of voting rights of NEC Electronics Corporation, NEC System Integration
      & Construction, Ltd., NEC TOKIN Corporation, and NEC Soft, Ltd. shown
      above does not take into account the following shares that were contributed
      by the Company and its subsidiaries as severance indemnities trusts. The
      voting rights of such shares will be exercised at the instruction of the
      Company and its subsidiaries pursuant to the terms of the trusts indentures.
      Company
          SubsidiariesNEC
              Electronics Corporation
          6,200,000
            (5.0%)
          NoneNEC
              System Integration & Construction, Ltd.
          6,400,000
              (15.4%)
          NoneNEC
              TOKIN Corporation
          12,700,000
              (11.2%)
          772,000
            (0.7%)NEC
              Soft, Ltd.
          9,800,000
              (24.4%)
          None
4. NEC America, Inc.
    and NEC Solutions (America), Inc. are wholly owned subsidiaries of NEC USA,
    Inc., a holding company in the U.S.A. established by the Company.

<Reference Document>


CONDENSED
    CONSOLIDATED BALANCE SHEET (As of March 31, 2004)




(In
        millions of yen)


(Assets)Current
          assets
      2,129,756 yenCash
          and cash equivalents
      496,763Notes
          and accounts receivable, trade
      840,705Inventories
      570,026Other
          current assets
      222,262Long-term
          assets
      1,914,586Long-term
          receivable, trade
      9,843Investments
          and advances
      441,530Property,
          plant and equipment
      770,214Other
          assets
      692,999Total assets
      4,044,342 yen(Liabilities
          and shareholders' equity)Current
          liabilities
      1,742,587 yenShort-term
          borrowings and current portion of long-term debt
      364,502Notes
          and accounts payable, trade
      930,466Other
          current liabilities
      447,619Long-term
          liabilities
      1,368,921Long-term
          debt
      806,517Accrued
          pension and severance costs
      524,898Other
      37,506Minority
          shareholders' equity in consolidated subsidiaries
      221,374Shareholders'
          equity
      711,460Common
          stock
      337,819Additional
          paid-in capital
      454,334Retained
          earnings
      71,901Accumulated
          other comprehensive income (loss)
      (149,797)Treasury
          stock, at cost
      (2,797)Total
          liabilities and shareholders' equity
      4,044,342 yen


CONDENSED
    CONSOLIDATED Statement of OPERATIONS(For the Period from April 1, 2003 to March 31, 2004)


(In
        millions of yen)


Ratio to sales
          (%)Net
          sales
      4,906,821 yen
      100.0Cost
          of sales
      3,622,965
      73.8Selling,
          general and administrative expenses
      1,101,158
      22.5Operating
          income
      182,698
      3.7Non-operating
          income
      150,315
      3.1Interest
          and dividends
      15,987Other
      134,328Non-operating
          expenses
      172,467
      3.5Interest
      27,510Other
      144,957Income
          before Income Taxes
      160,546
      3.3Provision
          for income taxes
      85,870
      1.8Minority
          interest in income of consolidated subsidiaries
      15,838
      0.3Equity
          in losses of affiliated companies
      (17,760)
      (0.4)Net income
      41,078 yen
      0.8


CONDENSED
    CONSOLIDATED Statement of cash flows(For the Period from April 1, 2003 to March 31, 2004)




(In millions
            of yen)


|**I.Cash
        flows from operating activities:**                                                                                                                                                                                            |                                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------
|Net income                                                                                                                                                                                                                                     | 41,078                                                         
|Adjustments
        to reconcile net income to net cashprovided
        by operating activities -                                                                                                                                              |                                                                
|Depreciation                                                                                                                                                                                                                                   | 178,714                                                        
|Equity in losses of affiliated
        companies, net of dividends
      Increase
        in notes and accounts receivable
      Increase
        in inventories
      Increase
        in notes and accounts payable
      Other,
        net | 18,494
      (18,419)
      (35,862)
      106,270
      38,190
|Net
        cash provided by operating activities                                                                                                                                                                                              | 328,465                                                        
|**II.Cash
        flows from investing activities:**                                                                                                                                                                                           |                                                                
|Proceeds
        from sales of fixed assets                                                                                                                                                                                                    | 60,423                                                         
|Additions
      to fixed assets                                                                                                                                                                                                                | (230,522)                                                      
|Proceeds
        from sales of marketable securities                                                                                                                                                                                           | 54,493                                                         
|Purchase
        of marketable securities                                                                                                                                                                                                      | (2,355)                                                        
|Other,
        net                                                                                                                                                                                                                             | 48,846                                                         
|Net cash
        used in investing activities                                                                                                                                                                                                  | (69,115)                                                       
|Free
        cash flows (I+II)                                                                                                                                                                                                                 | 259,350                                                        
|**III.Cash
        flows from financing activities**                                                                                                                                                                                           |                                                                
|Net
        repayments of bonds and borrowings                                                                                                                                                                                                 | (388,153)                                                      
|Proceeds
        from stock issuances                                                                                                                                                                                                          | 184,836                                                        
|Proceeds
        from stock issuances by subsidiaries                                                                                                                                                                                          | 107,140                                                        
|Dividends
        paid                                                                                                                                                                                                                         | (7,432)                                                        
|Other,
        net                                                                                                                                                                                                                             | 836                                                            
|Net cash
        used in financing activities                                                                                                                                                                                                  | (102,773)                                                      
|Effect of
        exchange rate changes on cash and cash equivalents                                                                                                                                                                           | (4,159)                                                        
|Net increase
        in cash and cash equivalents                                                                                                                                                                                              | 152,418                                                        
|Cash and cash equivalents
      at the beginning of year                                                                                                                                                                                       | 344,345                                                        
|Cash and cash
        equivalents at the end of year                                                                                                                                                                                           | 496,763 yen                                                    

(Note 1) The consolidated
  financial statements of the Company are prepared in conformity with accounting
  principles generally accepted in the United States of America.


(Note 2) Operating
  income in Condensed Consolidated Statement of Operations is displayed in conformity
  with accounting principles generally accepted in Japan. (This Note 2 is not
  included in Japanese version.)


2. Important Technical Alliances


|Company                                                      | Contents of
        Alliance                                                               
|------------------------------------------------------------ | -------------------------------------------------------------------------------------------
|International
        Business Machines Corporation (U.S.A.) | Cross-licensing
        of patents for information handling systems                        
|AT&T Corp.
        (U.S.A.)                                  | Cross-licensing
        of patents for information handling systems                        
|Intel Corporation
        (U.S.A.)                           | Cross-licensing
        of patents for information handling systems                        
|Siemens A.G.
        (Germany)                               | Cross-licensing
        of patents for digital mobile communications equipment             
|QUALCOMM Incorporated
        (U.S.A.)                       | Receiving license
        of patents for digital mobile communications equipment (applying)
|InterDigital
        Technology Corporation (U.S.A.)         | Receiving license
        of patents for digital mobile communications equipment (applying)
|Texas Instruments
        Incorporated (U.S.A.)              | Cross-licensing
        of patents for semiconductors                                      
|Harris Corporation
        (U.S.A.)                          | Cross-licensing
        of patents for semiconductors                                      
|Rambus Inc.
        (U.S.A.)                                 | Receiving license
        of patents for semiconductor memories and controllers (applying) 
|Microsoft Licensing,
        GP. (U.S.A.)                    | Receiving license
        of operating system for personal computers (applying)            

(6) Major Borrowings


|Creditors                               | Balance of
        Borrowings | Number
        of the Company's Shares and Percentage of Voting Rights Held by the Creditors
|--------------------------------------- | ----------------------------- | --------------------------------------------------------------------------------------------
|                                        | (Millions of
        yen)     | (Thousands
        of shares)                                                               
|The Development
        Bank of Japan   | 12,180                        | -                                                                                           
|Sumitomo Life
        Insurance Company | 11,197                        | 41,000                                                                                      



(7) Directors and Corporate Auditors


1. Name,
  Position at the Company and Responsibility or Principal Occupation of Directors
  and Corporate Auditors


|Name              | Position at the
        Company       | Responsibility
          or Principal Occupation                                                                                                                                                                                                                                                                     
|----------------- | ------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Hajime Sasaki     | *Chairman of the
        Board        | Management of Fundamental Matters of company operation                                                                                                                                                                                                                                                               
|Koji Nishigaki    | *Vice Chairman
        of the Board   | Assistance to the Chairman of the Board                                                                                                                                                                                                                                                                              
|Akinobu Kanasugi  | *President                            | Management of Execution of the Business                                                                                                                                                                                                                                                                              
|Mineo Sugiyama    | *Senior Executive Vice President      | R&D Unit and Export & Import Trade Control, Important matters on International
        Business Promotion, Security Trade Control, Corporate Information Technology
        Strategy, CS Promotion, Quality Administration, Environmental Management,
        Intellectual Asset, Production Promotion and Purchasing
|Shigeo Matsumoto  | *Executive
        Vice President     | Important matters  on Controller, Treasury (including Investors Relations) and Legal                                                                                                                                                                                                                                 
|Yoshio Omori      | *Executive
        Vice President     | Corporate Auditing, Corporate Ethic, and Fair Trades                                                                                                                                                                                                                                                                 
|Kaoru Yano        | *Executive
        Vice President     | Assistance
        of Network Solutions Business, Product Technical Strategy and IT/Network
        Integration Strategy in the North America                                                                                                                                                                        
|Toshiro Kawamura  | *Executive
        Vice President     | Assistance of IT Solutions Business                                                                                                                                                                                                                                                                                  
|Makoto Maruyama   | *Senior
        Vice President        | Human
        Resources, HR Support and Health Care Center                                                                                                                                                                                                                                                           
|Shunichi Suzuki   | *Senior Vice
        President        | Important matters
        on Corporate Strategic Planning, General Affairs, External Relations and
        Tamagawa Plant New Building and Affiliated Companies, Business Development
        and China Business Development                                                                                         
|Tsutomu Nakamura  | *Senior Vice
        President        | Mobile Business,
        and China Area of Network Solutions Business                                                                                                                                                                                                                                                
|Kazumasa Fujie    | *Senior Vice
        President        | Domestic Sales
        Business, Social Infrastructure Business, Advertising and Partner Business
        Sales Operation                                                                                                                                                                                            
|Toshio Morikawa   | Director                              | Advisor, Sumitomo
        Mitsui Banking Corporation                                                                                                                                                                                                                                                                 
|Koichi Kimura     | Director                              | Special Advisor,
        Daiwa Institute of Research Ltd.                                                                                                                                                                                                                                                            
|Akira Uehara      | Director                              | President of
        Taisho Pharmaceutical Co., Ltd.                                                                                                                                                                                                                                                                 
|Tatsuo Sakairi    | Corporate Auditor
        (full-time) | -                                                                                                                                                                                                                                                                                                                    
|Kenji Usui        | Corporate Auditor
        (full-time) | -                                                                                                                                                                                                                                                                                                                    
|Tsuneo Kabe       | Corporate Auditor                     | Attorney-at-law                                                                                                                                                                                                                                                                                                      
|Shinichi Yokoyama | Corporate Auditor                     | President of
        Sumitomo Life Insurance Company                                                                                                                                                                                                                                                                 

(Note)


1. Asterisks (*) denote
      the directors who have been appointed as corporate officers.
2. At the 165th Ordinary
      General Meeting of Shareholders held on June 19, 2003, Mr. Kazumasa Fujie
      was elected to Director, and Mr. Shinich Yokoyama was elected to Corporate
      Auditor.
3. Messrs. Toshio
      Morikawa and Koichi Kimura are outside directors stipulated in Paragraph
      2 (7)-2, Article 188 of the Commercial Code of Japan.
4. Messrs. Tsuneo
      Kabe and Shinich Yokoyama 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.
5. The name of this
      Corporate Auditor who retired during the Period, his position at the time
      of this retirement and the date and reasons of his retirement are as follows:
      Name
            Position
                at the time of retirement
            Date
                of retirement (reason)Koichi
              Yoshida
          Corporate
              Auditor
          June
              19, 2003 (expiration)
6. On April 1, 2004,
    the positions and responsibilities were changed as follows
    Name
          Position
          Responsibility
              or Principal Occupation after changeMineo Sugiyama
        Senior Executive
            Vice President
        R&D
            Unit and Export & Import Trade Control, Important matters on Intellectual
            AssetYoshio
            Omori
        Executive
            Vice President
        Corporate
            Auditing and Fair trades, Important matters on Corporate EthicsKaoru Yano
        Executive
            Vice President
        Computers
            Platform Business Unit, Coordination between Network Platform Business
            Unit and Mobile Business Unit, International Business Promotion, Security
            Trade Control Division and Product Technical Strategy, Important matters
            on NTT Marketing PromotionToshiro
            Kawamura
        Executive
            Vice President
        Industrial
            Solutions Business Unit, Broadband Solutions Business Unit, System
            Services Business Unit, Coordination between Mission Critical Systems
            Business Unit and Software Business Unit, Important matters on Software
            Business PlanningShunichi
            Suzuki
        Senior
            Vice President
        Important
            matters on Corporate Strategic Planning, China Business Development
            Office, General affairs and External relations, Affiliated Company
            Division and Business DevelopmentTsutomu Nakamura
        Senior
            Vice President
        Mobile
            Business Unit, and Network Solutions in ChinaKazumasa
            Fujie
        Senior
            Vice President
        Domestic
            Sales Business Unit, Advertising and Partner Business Sales Operation
            and Assistance of Social Infrastructure Solutions Business Unit



2. The amount
  of remuneration paid to Directors and Corporate Auditors during the Period


|                   | Remuneration                                    | Retirement
        Allowance
|------------------ | ----------------------------------------------- | ----------------------------
|Number             | Total Amount
      (in millions
        of yen) | Number                      
|Directors          | 15                                              | 342                         
|Corporate Auditors | 5                                               | 61                          
|Total              | 20                                              | 403                         

(Note)


1. The Director who
      was paid the Retirement Allowance is the Director who resigned on March
      28, 2003.
2. The number of the
    Corporate Auditors who were paid the Remuneration includes one (1) Corporate
    Auditor who retired on June 19, 2003.
3. The maximum amount
    of the remuneration per month for the Directors is 65 million yen. (approved
    at the 153rd ordinary general meeting of shareholders)
4. The maximum amount
    of the remuneration per month for the Corporate Auditors is 8 million yen.
    (approved at the 153rd ordinary general meeting of shareholders)
5. During the Period,
    no bonuses were paid to the Directors.
6. During the period,
    no bonuses were paid to the Corporate Auditors.

(8) Other event related
  to the condition of the Company


As one of the measures
  to reduce the Company's interest-bearing debts, on April 22, 2004, the Board
  of Directors resolved that the Company would redeem the whole of NEC Corporation
  Unsecured Subordinated Debentures due in 2021 (the redemption price is 100,001
  million yen ) on June 21, 2004. The Company will use free cash flows in fiscal
  year of 2005 and some of its cash on hand for the redemption.


BALANCE SHEET(As of March 31, 2004)


(In
        millions of yen)


|Assets                                                         
|---------------------------------------------------------------
|Account                                                        
|Current
        assets                                         
|Cash and cash equivalents                                      
|Notes receivable, trade                                        
|Accounts receivable, trade                                     
|Short-term loans                                               
|Accounts receivable, others                                    
|Allowance for doubtful
        accounts                        
|Finished goods                                                 
|Semifinished components
        and work in process            
|Raw materials                                                  
|Deferred income taxes                                          
|Other current assets                                           
|Fixed
        assets                                           
|Property, plant and equipment                                  
|Buildings and structures                                       
|Machinery and equipment                                        
|Transportation equipment,
        tools, furniture and fixtures
|Accumulated depreciation                                       
|Sub-total                                                      
|Land                                                           
|Construction in progress                                       
|Intangible
        fixed assets                                
|Facility rights                                                
|Software                                                       
|Other intangible fixed
        assets                          
|Investments and other assets                                   
|Investments in securities                                      
|Investments in Subsidiaries                                    
|Long-term loan receivable                                      
|Allowance for doubtful
        accounts                        
|Prepaid pension and severance
        cost                     
|Long-term prepaid expenses                                     
|Long-term deferred income
        taxes                        
|Others                                                         
|Total assets                                                   



|Liabilities and
        shareholders' equity                    
|----------------------------------------------------------------
|Account                                                         
|Liabilities                                                     
|Current
        liabilities                                     
|Notes payable, trade                                            
|Accounts payable, trade                                         
|Short-term borrowings                                           
|Bonds (to be redeemed within one year)                          
|Accounts payable, other                                         
|Accrued income taxes                                            
|Advance received                                                
|Deposits received                                               
|Other current liabilities                                       
|Non-current
        liabilities                                 
|Bonds                                                           
|Long-term debts                                                 
|Allowance for loss on repurchase of electronic
        computers
|Other non-current liabilities                                   
|Total liabilities                                               
|Shareholders'
        equity                                    
|Common
        stock                                            
|Capital
        surplus                                         
|Additional paid-in capital                                      
|Retained
        earning                                        
|Legal reserve                                                   
|Reserve for loss on overseas investments                        
|Reserve for development of computer programs                    
|Reserve for special depreciation                                
|Reserve for advanced depreciation                               
|General reserve                                                 
|Unappropriated retained earnings                                
|Unrealized
        gains on investments in securities           
|Treasury
        stock                                          
|Total shareholders'
        equity                              
|Total liabilities
        and shareholders' equity              



STATEMENT
    of INCOME(for the Period from April 1, 2003 to March 31, 2004)




(In
        millions of yen)


|Account                                                                                                                                                  | Amount               
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------
|Ordinary
        income and expenses                                                                                                                     |                      
|Operating
        income and expenses                                                                                                                    |                      
|Sales                                                                                                                                                    | 2,509,114
        yen
|Operating
        expenses                                                                                                                               | 2,492,862            
|Cost
        of sales                                                                                                                                    | 1,939,362            
|Selling,
        general and administrative expenses                                                                                                     | 553,499              
|Operating
        Income                                                                                                                                 | 16,252               
|Non-operating
        income and expenses                                                                                                                |                      
|Non-operating
        income                                                                                                                             | 67,780               
|Interest
        and dividends received                                                                                                                  | 59,730               
|Other
        non-operating income                                                                                                                       | 8,050                
|Non-operating
        expenses                                                                                                                           | 52,133               
|Interest
        expense                                                                                                                                 | 21,138               
|Other
        non-operating expenses                                                                                                                     | 30,994               
|Ordinary
        income                                                                                                                                  | 31,900               
|Extraordinary
        gains and losses                                                                                                                   |                      
|Extraordinary
        gains                                                                                                                              | 120,673              
|Gain
        on sales of investments in affiliates                                                                                                       | 40,532               
|Gains
        on establishment of retirement benefit trust                                                                                               | 40,214               
|Gains
        on sales of fixed assets                                                                                                                   | 24,708               
|Gain
        on sales of investments in securities                                                                                                       | 15,217               
|Extraordinary
        losses                                                                                                                             | 113,579              
|Devaluation
        of investments in affiliates                                                                                                         | 73,343               
|Restructuring
        charge                                                                                                                             | 22,552               
|Devaluation
        of investments in securities                                                                                                         | 12,931               
|Loss
        on the return of governmental portion of defined benefit pension plans
        established under the Japanese Welfare Pension Insurance Law | 2,925                
|Others                                                                                                                                                   | 1,827                
|Income
        before income taxes                                                                                                                       | 38,994               
|Income
        taxes                                                                                                                                     | (13,458)             
|Income
        taxes deferred                                                                                                                            | 27,199               
|Net income                                                                                                                                               | 25,253               
|Retained
        earnings carried over from the previous period                                                                                          | 9,923                
|Losses
        on disposal of treasury stock                                                                                                             | 59                   
|Interim
        dividend paid                                                                                                                            | 4,962                
|Unappropriated
        retained earnings                                                                                                                 | 30,154 yen           

(Notes to balance sheet)


1. Reported amounts
      are in millions of yen, and fractions less than one million yen are discarded.
      The reported amount, "0", means an amount less than one million
      yen.
2. Significant accounting
    policies: 
    (1) Basis and method of valuation of assets
    (a)
      Securities:
      Investments
            in subsidiaries and affiliates
        Moving
            average cost methodInvestments
          in other
          securities
        Marketable
            securities
        Fair value
            method. Unrealized gains and losses on investments in marketable securities
            are included in shareholders' equity. Cost of sales for marketable
            securities are based on the moving average cost.Non-marketable
            securities
        Moving
            average cost method(b) Derivative:
      Fair value method
    (c) Inventories:
      Lower-of-cost-or-market method based on the cost calculated by the following
      method:
    Finished
            goods
        Custom-made
            products
        Specific
            cost methodMass-produced
            standard products
        First-in,
            first-out methodWork in
            process
        Custom-made
            products
        Specific
            cost methodMass-produced
            standard products
        Average
            cost methodSemifinished
            components and raw materials
        First-in,
            first-out method(2) Depreciation
      method for fixed asset: Declining balance method
    (a) Property, plant
      and equipment: Declining balance method
    (b) Intangible
      fixed asset: Straight-line method
    The company applies
      the depreciation method based on the projected sales volume to software
      for sale, and applies the straight-line method base on the estimated useful
      life (within 5 years) to software for internal use.(3) Basis of provision
      for allowance:
    Allowance for doubtful
      accounts:
    — In order
      to provide for bad debt, allowance for ordinary receivable is provided based
      on past actual bad debt ratio, and allowance for bad debt is provided based
      on collectibility.
    Accrued / prepaid
      pension and severance cost
    —The Company
      has defined benefit funded plans and severance indemnity plans for its employees.
    In order to provide
      for pension and severance payments, accrued / prepaid pension and severance
      cost is calculated based on the estimated amounts of benefit obligation
      and pension plan assets as of March 31, 2003. Net obligation of 166,226
      million yen resulting from adoption of the accounting standards has been amortized
      over 15 years since 163rd Business Period, except effect of the return of
      governmental portion of defined benefit pension plans established under
      the Japanese Welfare Pension Insurance Law.
    The Company amended
      their defined benefit pension plans to corporate pension, and introduced
      cash balance pension plans.
    Allowance for loss
      on repurchase of electronic computers
    —In order
      to provide for possible losses arising from repurchase of electronic computers,
      an estimated amount of future repurchase loss is calculated based on the
      actual results in the past.(4) Accounting policies
      on consumption taxes: Consumption taxes are accounted for as deposits received
      or deposits paid.
    (5) Consolidated
      tax returns: Effective for the year ended March 31, 2003, the Company files
      consolidated tax returns.
3. The change of the accounting
    principle"The
      Accounting Standards for impairment of fixed asset (Business Accounting
      Council, August 9, 2002)" and the Accounting Standards Board of Japan
      Implementation Guidance 6, "Implementation Guidance for Accounting
      Standards for impairment of fixed asset (Accounting Standards Board of Japan
      October 31, 2003)", are effective from the period ended on March 31,
      2004. Accordingly, the Company applies these Standards from this period.
      There is no effect with the implementation of such accounting standards.
4. The amount of net assets
    as prescribed in accordance with Article 124, item 3 of Commercial Code Enforcement
    Regulation of Japan is 37,213 million yen.
5. Monetary receivable
    from subsidiaries:
    Short-term
        253,480
            million yenLong-term
        117,600
            million yen
6. Monetary payable to
    subsidiaries:
    Short-term
        536,218
            million yenLong-term
        3,682
            million yen
7. Guarantees for loan:
    88,771 million yen
    Obligations similar to guarantees: 283 million yen

(Notes to statement
    of income)


1. Reported amounts
      are in millions of yen, and fractions less than one million yen are discarded.
2. Transactions with
    subsidiaries:
    Sales
        370,395
            million yenPurchases
        1,674,006
            million yenTransactions
            other than operation
        12,614
            million yen
3. Net income per share
    14.43 yen

The proposed appropriation
      of retained earnings




|(In
      yen)
|--------------

|Unappropriated retained earnings                         | 30,154,089,846
|-------------------------------------------------------- | --------------
|Reversal of reserve for loss on overseas investments     | 577,286,353   
|Reversal of reserve for development of computer programs | 3,072,177,294 
|Reversal of reserve for special depreciation             | 358,510,363   
|Reversal of
        reserve for advanced depreciation    | 215,960,071   
|Total                                                    | 34,378,023,927
|                                                         |               
|To be appropriated
        as follows:                   |               
|Dividends
        (3.0 yen per share)                    | 5,781,300,834 
|Bonuses payable to Directors                             | 204,600,000   
|Reserve for special depreciation                         | 4,024,108,156 
|Unappropriated retained earnings to be carried forward   | 24,368,014,937

(Notes) An interim dividend
    of 3.0 yen per share, totaling 4,962,670,188 yen was paid on December 10,
    2003.


Report of
        Independent Auditors
 April
          27, 2004
 TO: The Board
          of Directors
 NEC Corporation
          (the "Company")
 Shin
                Nihon & Co.
              Representative
                partner and CPA Yoshio Kohra (Seal)
              Representative
                partner and CPA Sadahiko Yoshimura (Seal)
              Representative
                partner and CPA Hideo Kojima (Seal)
  We have audited
            the Statements, which are balance sheet, the statement of income,
            the business report (accounting matters only), the proposed appropriation
            of retained earnings, and supplementary schedules (accounting matters
            only) for the 166th business period, from April 1, 2003 to March 31,
            2004, of the Company pursuant to Paragraph 1 of Article 2 of the Law
            for Special Exceptions to the Commercial Code of Japan Concerning
            Audit, etc. of Kabushiki-kaisha. The accounting matters of the business
            report and supplementary schedules that we have audited are those
            matters derived from accounting books and records. The Statements
            and supplementary schedules are the responsibility of the Company's
            management. Our responsibility is to express an opinion on the Statements
            and supplementary schedules based on our audit.
 We conducted
          our audit in accordance with auditing standards generally accepted in
          Japan. Those standards require that we obtain reasonable assurance about
          whether the Statements and supplementary schedules are free of material
          misstatement. An audit includes examining, on a test basis, evidence
          supporting the amounts and disclosures in the Statements and supplementary
          schedules. An audit also includes assessing the accounting principles
          used and significant estimates made by management, as well as evaluating
          the overall presentation in the Statements and supplementary schedules.
          We believe that our audit provides a reasonable basis for our opinion.
          Such audit procedures also include those audit procedures applied to
          the Company's subsidiaries as we considered necessary in the circumstances.
 As a result
          of the audit, our opinions are as follows:
 (1) The balance
          sheet and the statement of income present fairly the Company's financial
          position and the results of operations in conformity with applicable
          laws and the Articles of Incorporation.
 (2) The business
          report (accounting matters only) presents fairly the Company's affairs
          in conformity with applicable laws and the Articles of Incorporation.
 (3) The proposed
          appropriation of retained earnings is in conformity with applicable
          laws and the Articles of Incorporation.
 (4) As regards
          the supplementary schedules (accounting matters only), there are no
          matters that should be reported pursuant to the Commercial Code.
 Neither our
          firm nor we have an interest in the Company that should be disclosed
          pursuant to the provisions of the Certified Public Accountants Law.
   REPORT
        OF THE BOARD OF CORPORATE AUDITORS
 We, the board
            of corporate auditors, received reports from each corporate auditor
            on the method and results of the audit concerning the performance
            by the directors of their duties during the 166th business period
            from April 1, 2003 to March 31, 2004 and upon deliberation prepared
            this report. We hereby report as follows:
 Outline
              of audit method by corporate auditors
            In accordance
              with auditing principles determined by the board of corporate auditors,
              each corporate auditor attended meetings of the board of directors
              and other meetings of importance, received reports on operations
              from directors and employees, examined documents evidencing important
              authorizations, and inspected the operations and the state of assets
              at head office and principal facilities. With respect to the Company's
              subsidiaries, each corporate auditor received reports on operations
              from directors and employees of relevant divisions and, when necessary,
              visited the subsidiaries for receiving reports on their operations,
              and inspected the operations and the state of assets. Furthermore,
              each corporate auditor received a report from the accounting auditors
              on their audit and reviewed the accounting documents and supplementary
              schedules thereof.
            In addition
              to the auditing procedures mentioned above, each corporate auditor,
              where necessary, received report from directors and employees in
              connection with (a) transactions by a director in competition with
              the Company, (b) transactions between a director and the Company
              in which the director and the Company have a conflicting interest,
              (c) any presentation by the Company of proprietary benefit without
              consideration, (d) any irregular transactions between the Company
              and subsidiaries or shareholders of the Company, and (e) acquisition
              and disposition of stocks of the Company, and investigated the transactions
              in detail.
          Results
              of audit
            (1) The
              procedures and results of the audit conducted by Shin Nihon &
              Co., the accounting auditors, are fair and appropriate.
            (2) The
              business report presents fairly the position of the Company in conformity
              with applicable laws and the Articles of Incorporation.
            (3) In
              view of the state of assets of the Company and other circumstances,
              we have found no matters that must be reported concerning the proposed
              appropriation of retained earnings.
            (4) Supplementary
              schedules fairly presents the matters to be disclosed therein and
              we have found no matters that must be reported in respect thereof.
            (5) We
              have found no improper acts by directors in the performance of their
              duties or any material facts in connection with the performance
              by directors of their duties that constitute any violation of applicable
              laws or the Articles of Incorporation.
            (6) Upon
              the investigation of the Company's subsidiaries, we have found no
              matters that must be reported with regard to the performance by
              directors of their duties.
            We also
              have found no breach of duties of directors in (a) transactions
              by a director in competition with the Company, (b) transactions
              between a director and the Company in which the director and the
              Company have a conflicting interest, (c) any presentation by the
              Company of proprietary benefit without consideration, (d) any irregular
              transactions between the Company and subsidiaries or shareholders
              of the Company, and (e) acquisition and disposition of stocks of
              the Company. April 28, 2004 Corporate
                      auditor (Full-time) Tatsuo Sakairi (Seal)
                    Corporate
                      auditor (Full-time) Kanji Usui (Seal)
                    Corporate
                      auditor Tsuneo Kabe (Seal)
                    Corporate
                      auditor Shinichi Yokoyama (Seal)
  (Note)
                Messrs. Tsuneo Kabe and Shinichi Yokoyama 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
 REFERENCE DOCUMENTS FOR EXERCISING
      VOTING RIGHTS
 1. Total number
      of voting rights: 1,913,173
 2. Proposals for
    the matters to be voted upon and reference matters relating to the proposals:
 Proposal No. 1:Approval of proposed appropriation of retained earnings for the 166th
    Business Period
 The proposed appropriation
    of retained earnings for the 166th Business Period is shown in the documents
    attached to the Notice of the Ordinary General Meeting of Shareholders for
    the 166th Business Period (at page 34).
 With a view to a
    need to implement continuously the structural reform by adjusting to drastically
    changing economic environment and other business circumstances, the Company
    has decided dividends on the basis of profitability of respective business
    periods, estimated business results of next business period, payout ratio,
    demand for internal reserve for use in capital investments and so on.
 It is proposed that
    the year-end dividends be 3 yen per share, taking into account the circumstances
    for recovery of its business results. Accordingly, the aggregate annual amount
    of the dividends, including the interim dividends, for the 166th Business
    Period, will be 6 yen per share.
 It is further proposed
    that bonuses payable to the Directors be 204.6 million yen.
 Proposal No. 2:Partial Amendments to the Articles of Incorporation
 In response to the
    enforcement of the "Law Amending the Commercial Code and Law for Special
    Exceptions to the Commercial Code Concerning Audit, etc. of Kabushiki-Kaisha"
    (Law No.132 of 2003), and in order to strengthen corporate governance, the
    Articles of Incorporation of the Company is proposed to be amended, in part,
    as follows.
 Among these amendments
      to the Articles of Incorporation, the amendment to the term of office of
      a Director provided in the current Article 18 will become effective upon
      the close of this General Meeting.
 (Amendments proposed
    are underlined.)
 Current
          Text
      Proposed
          Text
      Reasons for
          AmendmentsNew
          Provision
      Article
          6. (Acquisition of Own Shares)
        The Company
          may purchase its own shares by a resolution of the Board of Directors
          in accordance with the provision of Item 2 of Paragraph 1, Article 211-3
          of the Commercial Code of Japan.
      This Article
          is proposed to be added in order to enable Company to purchase its own
          shares timely in response to the changing operating environment because,
          when so provided in its Articles of Incorporation, a company is now
          permitted to purchase its own shares by a resolution of the Board of
          Directors as a result of the enforcement of the "Law Amending
          the Commercial Code and Law for Special Exceptions to the Commercial
          Code Concerning Audit, etc. of Kabushiki-Kaisha" (Law No.132 of
          2003).Article
          6 to Article 17
        (Abridgement)
      Article
          7 to Article 18
        (No change
          will be made in text.)
      These Articles
          are proposed to be renumbered as Article 7 through Article 18, due to
          the addition of the new Article 6.Article
          18. (Term of Office)
        The term of
          office of a Director shall expire at the conclusion of the ordinary
          general meeting of shareholders to settle the accounts for the last
          business period taking place within two years following his/her
          assumption of office.
      Article
          19. (Term of Office)
        The term of
          office of a Director shall expire at the conclusion of the ordinary
          general meeting of shareholders to settle the accounts for the last
          business period taking place within one year following his/her
          assumption of office.
      In order
          to clarify Directors' responsibility for management in each business
          period, this Article is proposed to be amended to shorten the term of
          office of Director from two years to one year, and to be renumbered
          as Article 19.Article
          19 to Article 33
        (Abridgement)
      Article
          20 to Article 34
        (No change
          will be made in text.)
      These Articles
          are proposed to be renumbered as Article 20 through Article 34, due
          to the addition of the new Article 6.Supplementary
          Provisions
        Article 1. In
          the case where all convertible debentures issued by the Company prior
          to March 31st, 2002 are either converted or redeemed, Article 32
          along with this provision shall be deleted, and Article 33 shall
          be renumbered as Article 32.
      Supplementary
          Provisions
        Article 1.
        In the case
          where all convertible debentures issued by the Company prior to March
          31st, 2002 are either converted or redeemed, Article 33 along
          with this provision shall be deleted, and Article 34 shall be
          renumbered as Article 33.
      This Article
          is proposed to be amended to reflect the renumbering of Articles 32
          and 33, due to the addition of the new Article 6.Supplementary
          Provisions
        Article 2. Notwithstanding
          the provision of Article 25, the term of office of a Corporate
          Auditor who has been in office before the conclusion of the ordinary
          general meeting of shareholders held on June 19, 2003, shall be three
          years. In case where all of such Corporate Auditors resign and/or the
          terms of office of all such Corporate Auditors are expired, this provision
          shall be deleted.
      Supplementary
          Provisions
        Article 2. Notwithstanding
          the provision of Article 26, the term of office of a Corporate
          Auditor who has been in office before the conclusion of the ordinary
          general meeting of shareholders held on June 19, 2003, shall be three
          years. In case where all of such Corporate Auditors resign and/or the
          terms of office of all such Corporate Auditors are expired, this provision
          shall be deleted.
      This Article
          is proposed to be amended to reflect the renumbering of Article 25,
          due to the addition of the new Article 6. Proposal No. 3:Election of Fifteen Directors
 Upon the close of
    this General Meeting, the term of office as Director held by the following
    six Directors: Messrs. Hajime Sasaki, Koji Nishigaki, Shunichi Suzuki, Tsutomu
    Nakamura, Toshio Morikawa and Akira Uehara, will expire, and for consistency
    with the proposal to shorten the term of office of a Director to one year
    in Proposal No. 2, upon the close of this General Meeting, the following nine
    Directors: Messrs. Akinobu Kanasugi, Mineo Sugiyama, Shigeo Matsumoto, Yoshio
    Omori, Kaoru Yano, Toshiro Kawamura, Makoto Maruyama, Kazumasa Fujie and Koichi
    Kimura, will resign. Accordingly, it is proposed that fifteen Directors be
    elected.
 The candidates are
    as follows:
 Name
        (Date of Birth)
      Brief
          Record of Occupation and Representative Status in Other Companies
      Number
          of the Company's Shares Held1.
          Hajime Sasaki
        (April 6, 1936)
      April
          1961
      Joined the
          Company
      25,891June 1988
      Elected to
          the Board of DirectorsJune 1991
      Senior Vice
          PresidentJune 1994
      Executive
          Vice PresidentJune 1996
      Representative
          Director, Senior Executive Vice PresidentMarch 1999
      Chairman of
          the Board (to the present)2.
          Akinobu Kanasugi
        (April 17,
          1941)
      July 1967
      Joined the
          Company
      21,639June 1995
      Elected to
          the Board of DirectorsJune 1999
      Senior Vice
          PresidentApril 2000
      Company President
          of NEC Solutions, Senior Vice President and Member of the BoardJune 2000
      Company President
          of NEC Solutions, Executive Vice President and Member of the BoardMarch 2003
      Representative
          Director, PresidentApril 2003
      Relieved
          of Company President of NEC Solutions (to the present)   Name
        (Date of Birth)
      Brief
          Record of Occupation and Representative Status in Other Companies
      Number
          of the Company's Shares Held3.
          Kaoru Yano
        (February 23,
          1944)
      April
          1966
      Joined the
          Company
      10,000June 1994
      Executive
          General Manager, Transmission Operations UnitJune 1995
      Elected to
          the Board of DirectorsJune 1998
      Relieved
          of Executive General Manager, Transmission Operations UnitJune 1999
      Senior Vice
          PresidentApril 2000
      Senior Vice
          President and Member of the BoardDecember 2000
      Company Deputy
          President of NEC Networks, Senior Vice President and Member of the BoardApril 2002
      Company President
          of NEC Networks, Senior Vice President and Member of the BoardOctober 2002
      Company President
          of NEC Networks, Executive Vice President and Member of the BoardApril 2003
      Relieved of
          Company President of NEC Networks (to the present)4.
          Toshiro Kawamura
        (July 7, 1942)
      April 1965
      Joined the
          Company
      9,637July 1995
      Executive
          General Manager, 3rd C&C Systems Operations UnitJune 1996
      Elected to
          the Board of DirectorsJune 1997
      Relieved
          of Executive General Manager, 3rd C&C Systems Operations UnitApril 2000
      Resigned as
          Director,
        Senior Vice
          PresidentJune 2001
      Company Deputy
          President of NEC Solutions, Senior Vice President and Member of the
          BoardApril 2003
      Relieved of
          Company Deputy President of NEC Solutions,
        Executive Vice
          President and Member of the Board (to the present)  Name
        (Date of Birth)
      Brief
          Record of Occupation and Representative Status in Other Companies
      Number
          of the Company's Shares Held5.
          Shunichi Suzuki
        (February 20,
          1945)
      April
          1967
      Joined the
          Company
      6,367February 1996
      General Manager,
          Affiliates and Auditing DivisionJuly 1999
      Vice PresidentApril 2000
      Associate
          Senior Vice President, General Manager, Office for the Promotion of
          Management Innovation, General Manager, Corporate Strategic Planning
          & Business Development DivisionJune 2002
      Elected to
          the Board of Directors, Senior Vice President and Member of the BoardOctober 2002
      Relieved
          of General Manager, Office for the Promotion of Management InnovationApril 2003
      Relieved of
          General Manager, Corporate Strategic Planning & Business Development
          Division
        (to the present)6.
          Tsutomu Nakamura
        (June 12, 1948)
      April 1971
      Joined the
          Company
      4,000June 2000
      Executive
          General Manager, Mobile Terminals Operations Unit, Associate Senior
          Vice PresidentApril 2002
      Company Deputy
          President of NEC Networks, Senior Vice PresidentJune 2002
      Company Deputy
          President of NEC Networks, Senior Vice President and Member of the BoardApril 2003
      Relieved of
          Company Deputy President of NEC Networks
        (to the present)Representative
          Status in Other Companies:
        Chairman of
          COSMOBIC Technology Co., Ltd.
        Chairman of
          Tianjin NEC Electronics & Communications Industry Co., Ltd.  Name
        (Date of Birth)
      Brief
          Record of Occupation and Representative Status in Other Companies
      Number
          of the Company's Shares Held7.
          Kazumasa Fujie
        (July 18, 1944)
      April
          1967
      Joined the
          Company
      6,000July 1994
      General Manager
          of Government and Public Sector Planning DivisionJune 1998
      Elected to
          the Board of DirectorsApril 2000
      Resigned as
          Director,
        Senior Vice
          President, General Manager, Government and Public Sector Marketing Promotion
          Division, Executive General Manager, Government and Public Sector Sales
          Unit, NEC NetworksApril 2001
      Relieved
          of Executive General Manager, Government and Public Sector Sales Unit,
          NEC NetworksApril 2002
      Company Deputy
          President of NEC Networks and Senior Vice PresidentJuly 2002
      Relieved
          of General Manager, Government and Public Sector Marketing Promotion
          DivisionApril 2003
      Relieved
          of Company Deputy President of NEC Networks, General Manager, Network
          Sales DivisionJune 2003
      Senior Vice
          President and Member of the BoardOctober 2003
      Relieved of
          General Manager, Network Sales Division
        (to the present)Representative
          Status in Other Company:
        President of
          NEC Electric Power Engineering, Ltd.  Name
        (Date of Birth)
      Brief
          Record of Occupation and Representative Status in Other Companies
      Number
          of the Company's Shares Held8.
          Toshio Morikawa
        (March 3, 1933)
      April
          1955
      Joined the
          Sumitomo Bank, Limited (present the Sumitomo Mitsui Banking Corporation,
          the "Bank")
      0June 1980
      Director
          of the BankFebruary 1984
      Managing
          Director of the BankOctober 1985
      Senior Managing
          Director of the BankOctober 1990
      Deputy President
          of the BankJune 1993
      President
          of the BankJune 1997
      Chairman
          of the Board of the BankJune 2000
      Elected to
          the Board of Directors of the Company (to the present)March 2001
      Counselor
          of the BankJune 2002
      Advisor of
          the Bank (to the present)9.
          Koichi Kimura
        (January 6,
          1936)
      April 1959
      Joined Daiwa
          Securities Co., Ltd.
      0December 1982
      Elected to
          the Board of Directors, Director and General Manager, International
          Investment Banking DepartmentDecember 1984
      Managing
          DirectorDecember 1988
      Senior Managing
          DirectorOctober 1989
      Deputy PresidentOctober 1997
      AdvisorApril 1998
      Advisor,
          Daiwa Institute of Research Ltd.October 1998
      Vice ChairmanJune 2000
      Special Advisor
          (to the present)June 2001
      Elected to
          the Board of Directors of the Company (to the present)  Name
        (Date of Birth)
      Brief
          Record of Occupation and Representative Status in Other Companies
      Number
          of the Company's Shares Held10.
          Akira Uehara
        (April 5, 1941)
      April
          1966
      Joined the
          Company
      0March 1977
      Resigned
          the CompanyApril 1977
      Joined the
          Taisho Pharmaceutical Co. Ltd. (the "Taisho-Seiyaku")June 1977
      Executive
          Director of the Taisho-SeiyakuJune 1978
      Senior Managing
          Director of the Taisho-SeiyakuJune 1981
      Deputy President
          of the Taisho-SeiyakuJune 1982
      President
          of the Taisho-Seiyaku
        (to the present)June 2002
      Elected to
          the Board of Directors of the Company (to the present)Representative
          Status in Other Companies:
        President of
          the Taisho Pharmaceutical Co. Ltd.
        President of
          Taisho Toyama Pharmaceutical Co., Ltd.
        President of
          Taisho Business Research Institute Co., Ltd.11.
          Kazuhiko Kobayashi
        (December 30,
          1943)
      April 1967
      Joined the
          Company
      3,000July 1993
      General Manager,
          Workstation and Server Division, 2nd Computers Business UnitJune 1997
      Elected to
          the Board of DirectorsApril 2000
      Resigned as
          Director,
        Senior Vice
          PresidentSeptember 2000
      Executive
          General Manager, Computers Storage Products Operations Unit, NEC Solutions,
          Senior Vice PresidentNovember 2001
      Relieved
          of Executive General Manager, Computers Storage Products Operations
          Unit, NEC SolutionsApril 2002
      Company Deputy
          President of NEC Solutions, Senior Vice PresidentApril 2003
      Relieved
          of Company Deputy President of NEC SolutionsJuly 2003
      Executive
          Vice President
        (to the present)  Name
        (Date of Birth)
      Brief
          Record of Occupation and Representative Status in Other Companies
      Number
          of the Company's Shares Held12.
          Konosuke Kashima
        (January 30,1946)
      April
          1969
      Joined the
          Company
      3,000October 1998
      General Manager,
          C&C Systems Group Planning DivisionApril 2000
      General Manager,
          Company Planning Office, NEC Solutions, Associate Senior Vice PresidentOctober 2002
      Senior Vice
          PresidentApril 2003
      General Manager,
        Corporate Planning Division, Senior Vice PresidentApril 2004
      Relieved of
          General Manager, Corporate Planning Division
        (to the present)13.
          Yasuo Matoi
        (December 26,
          1944)
      April 1968
      Joined the
          Company
      5,058June 1996
      General Manager,
        1st Controller DivisionJune 2001
      General Manager,
        Corporate Finance & Controller Division, Associate Senior Vice PresidentOctober 2001
      Relieved of General
        Manager, Corporate Finance & Controller DivisionOctober 2002
      Senior Vice President
        (to the present)14.
          Iwao Fuchigami
        (March 4, 1946)
      February
          1971
      Joined the
          Company
      3,000April 2000
      Executive
          General Manager,
        3rd System Operations
          Unit,
        NEC SolutionsJune 2001
      Executive General
        Manager, 3rd Solutions Sales Operations Unit, NEC Solutions, Associate
        Senior Vice PresidentApril 2004
      Relieved of Executive
        General Manager, 3rd Solutions Sales Operations Unit, NEC Solutions, Senior
        Vice President (to the present)  Name
        (Date of Birth)
      Brief
          Record of Occupation and Representative Status in Other Companies
      Number
          of the Company's Shares Held15.
          Saburo Takizawa
        (February 27,
          1948)
      April
          1970
      Joined the
          Company
      3,000June 2001
      Executive
          General Manager,
        BIGLOBE Services
          Operations Unit,
        NEC SolutionsApril 2002
      Executive
          General Manager, BIGLOBE Services Operations Unit,
        NEC Solutions,
          Associate Senior Vice PresidentApril 2003
      Relieved of Executive
        General Manager, BIGLOBE Services Operations Unit, NEC Solutions, Executive
        General Manager, Broadband Solutions Operations Unit, Associate Senior
        Vice PresidentApril 2004
      Relieved of Executive
        General Manager, Broadband Solutions Operations Unit, Senior Vice President
        (to the present)Representative
          Status in Other Company:
        President of
          NEC International Training, Ltd. (Note) Messrs. Toshio
    Morikawa and Koichi Kimura are candidate for outside directors stipulated
    in Paragraph 2 (7)-2, Article 188 of the Commercial Code of Japan.
 Proposal No.4:
    Election of Three Corporate Auditors
 Upon the close of
    this General Meeting, the term of office as Corporate Auditor held by Messrs.
    Kenji Usui and Tsuneo Kabe will expire. It is proposed that three Corporate
    Auditors be elected, to increase the number of Corporate Auditors by one for
    the purpose of strengthening internal audit.
 The candidates are
    as follows:
 For the purpose of
    this Proposal, the consent of the Board of Corporate Auditors has been obtained.
 Name
        (Date of Birth)
      Brief
          Record of Occupation and Representative Status in Other Companies
      Number
          of the
        Company's Shares
        Held1.
          Shigeo Matsumoto
        (December 29,
          1940)
      April
          1963
      Joined the
          Company
      17,591July 1990
      General Manager,
          1st Controller DivisionJune 1991
      Elected to
          the Board of DirectorsJune 1996
      Senior Vice
          PresidentJune 1999
      Executive
          Vice PresidentApril 2000
      Executive
          Vice President and Member of the Board
        (to the present)2.
          Tsuneo Kabe
        (March 9, 1927)
      April 1952
      Assistant
          Judge, Fukuoka District Court
      0April 1962
      Judge of
          Tokyo District CourtJuly 1982
      Chief Judge
          of Mito District CourtMay 1987
      Chief Judge
          of Tokyo District CourtDecember 1988
      President
          of Fukuoka High CourtMay 1990
      Justice of
          the Supreme CourtMarch 1997
      Retired from
          the Supreme CourtFebruary 1998
      Registered
          as an attorney-at-lawJune 2001
      Corporate
          Auditor of the Company (to the present)  Name
        (Date of Birth)
      Brief
          Record of Occupation and Representative Status in Other Companies
      Number
          of the
        Company's Shares
        Held3.
          Muneo Shigematsu
        (February 9,
          1941)
      April
          1964
      Joined Sumitomo
          Corporation
      0June 1993
      Elected to
          the Board of Directors, General Manager of Accounting Controlling DivisionApril 1997
      Managing
          DirectorApril 2001
      Senior Managing
          Director, Financial and Logistics Business UnitJune 2002
      Resigned
          from the Board of DirectorsOctober 2002
      Board of
          Directors, Executive Vice President, The Seiyu, Ltd.March 2004
      Board of
          Directors and Nominating Committee member, The Seiyu, Ltd. (to the present) (Notes) Messrs. Tsuneo
    Kabe and Muneo Shigematsu are candidates for outside corporate auditors stipulated
    in Paragraph 1, Article 18 of Law For Special Exceptions to the Commercial
    Code Concerning Audit, etc. of Kabushiki-Kaisha.
 Proposal No.5:
    Issuance of stock acquisition rights (the "Rights") with favorable
    conditions to persons other than the Shareholders for the purpose of granting
    stock options
 Pursuant to Articles
    280-20 and 280-21 of the Commercial Code of Japan, it is proposed that the
    Company issue the Rights with favorable conditions to persons other than its
    shareholders for the purpose of granting stock options as follows:
 1 Reason for issue
    of the 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 the Company and its group companies
    ("NEC Group"), the Company issues the Rights to the Holders (as
    defined in 2 below) for the purpose of granting stock options. Since the Rights
    are issued for granting stock options, no consideration shall be paid for
    such Rights. The amount to be paid upon exercise of the Rights shall be decided
    on the basis of the market price at the time of the issue of the Rights.
 2 Persons to whom
    the Rights will be allotted (the "Holder(s)")
 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 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.
 3 Terms of issue
    of the Rights
 (1) Class and number
    of shares to be issued or transferred upon exercise of the Rights
 No more than 350,000
    shares of the Company's common stocks will be issued or transferred to the
    Holders, provided that upon exercise of the Rights 1,000 shares per Right
    shall be issued or transferred. In the event that the Company 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 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.
  
 (2) Total number
    of the Rights to be issued
 No more than 350
 (3) Issue price of
    the Rights
 None
 (4) Amount to be
    paid upon exercise of the Rights
 The price to be paid
    in per share upon exercise of each of the 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 the Company 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 Rights are issued,
    with fractional amounts of less than one yen resulting from the calculation
    to be rounded up to one yen; provided that if the Exercise Price so calculated
    shall be less than the closing price of the shares of the Company on the date
    the Rights are issued, such closing price shall become the Exercise Price.
 In the event that
    the Company issues new shares or transfers treasury shares at less than the
    market price (excluding issue or transfer upon conversion of convertible bonds
    provided in 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.
  
 In the event of stock
    split or consolidation after the issues of the 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.
  
 (5) Exercise Period
    of the Rights
 From July 1, 2006
    to June 30, 2010
 (6) Conditions of
    exercise of the Rights
 (a) The Holders may
    exercise the Rights so long as the Holders are directors, corporate officers
    or employees of the Company or its subsidiaries (excluding companies whose
    stocks are listed and their subsidiaries) at the time of exercise of the Rights.
    Notwithstanding the foregoing, if a Holder loses such position during the
    period described in (5) above, such Holder may exercise its Rights for a period
    of one year after losing such position, but not later than the end of the
    period described in (5) above (i.e. on or before June 30, 2010). Furthermore,
    if a Holder loses such position on or before June 30, 2006, such Holder may,
    nevertheless, exercise its Rights for a period of one year from July 1, 2006.
 (b) Successors or
    heirs of the Holders shall not exercise the Rights.
 (c) The exercise
    of the Rights, in part, shall not be permitted.
 (d) Other terms and
    conditions pertaining to the exercise of the Rights shall be provided in the
    contract to be entered into between the Company and each of the Holders pursuant
    to the resolutions of this General Meeting and the resolutions of the Board
    of Directors to be adopted thereafter.
 (7) Events and conditions
    for cancellation of the Rights
 The Company may cancel
    the Rights without any consideration in the following events:
 (a) If the Holders
    become unable to exercise the Rights pursuant to the conditions set forth
    in paragraph (6) above;
 (b) If an agreement
    for merger with the other company, pursuant to which the Company will be dissolved,
    is approved by a shareholders meeting of the Company; or
 (c) If an agreement
    for stock exchange or a matter related to stock transfer, pursuant to which
    the Company becomes a wholly owned subsidiary of the other company, is approved
    by a shareholders meeting of the Company.
 (8) Limitation on
    transfer of the Rights
 The transfer of the
    Rights shall be approved by the Board of Directors of the Company.
 Proposal No. 6:
    Presentation of Retirement Allowances to Retiring Directors and Corporate
    Auditor
 Upon the close of
    this General Meeting, the term of office as Director held by Mr. Koji Nishigaki
    will expire, and Messrs. Mineo Sugiyama, Shigeo Matsumoto, Yoshio Omori and
    Makoto Maruyama will retire by resignation as Director. Furthermore, upon
    the close of this General Meeting, the term of office of Mr. Kenji Usui as
    Corporate Auditor will expire.
 It is proposed that
    retirement allowances to the above five retiring Directors and one retiring
    Corporate Auditor be presented within a reasonable amount according to the
    rules of the Company, in reward for their services to the Company during their
    terms. It is, further, proposed that the Board of Directors be authorized
    to decide the amount, timing and method of payment, etc. in respect of the
    retirement allowances to the retiring Directors and that Corporate Auditors
    then in office be authorized to decide through deliberations the amount, timing
    and method of payment, etc. in respect of the retirement allowances to the
    retiring Corporate Auditor.
 The brief record
    of the position at the Company of the retiring Director and Corporate Auditor
    are as follows:
 Name
      Brief
          Record of position at the CompanyKoji
          Nishigaki
      June
          1990
      Elected to
          the Board of DirectorsJune 1992
      Senior Vice PresidentJune 1994
      Executive Vice
        PresidentMarch 1999
      Representative
        Director, PresidentMarch 2003
      Vice Chairman of
        the Board (to the present)Mineo
          Sugiyama
      June 1991
      Elected to
          the Board of DirectorsJune 1996
      Senior Vice PresidentJune 1998
      Executive Vice
        PresidentApril 2000
      Executive Vice
        President and Member of the BoardJune 2000
      Representative
        Director, Senior Executive Vice President (to the present)Shigeo
          Matsumoto
      June 1991
      Elected to
          the Board of DirectorsJune 1996
      Senior Vice PresidentJune 1999
      Executive Vice
        PresidentApril 2000
      Executive Vice
        President and Member of the Board (to the present)  Name
      Brief
          Record of position at the CompanyYoshio
          Omori
      June
          1997
      Elected to
          the Board of Directors, Senior Vice PresidentApril 2000
      Senior Vice President
        and Member of the BoardOctober 2002
      Executive
          Vice President and Member of the Board (to the present)Makoto Maruyama
      June 2001
      Elected to
          the Board of Directors, Senior Vice President (to the present)Kenji Usui
      June 2001
      Corporate
          Auditor (to the present)