FORM
  6-K

SECURITIES
  AND EXCHANGE COMMISSION

WASHINGTON,
  D. C. 20549

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REPORT
  OF FOREIGN PRIVATE ISSUER

Pursuant
  to Rule 13a-16 or 15d-16 under 
  the Securities Exchange Act of 1934

For
  the month of July 2004

Commission
  File Number: 000-12713

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NEC
  CORPORATION

(Translation
  of registrant's name into English)

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

(Address
  of principal executive offices)

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Indicate
  by check mark whether the registrant files or will file annual reports under
  cover Form 20-F or Form 40-F.

Form 20-F  [ X ]      Form 40-F [     ]

Indicate
  by check mark whether by furnishing the information contained in this Form,
  the registrant is also thereby furnishing the information to the Commission
  pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  [     ]      No
  [ X ]



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SIGNATURE



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




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(Translation)


Announcement
as to the Stock Acquisition Rights



At
the meeting of the Board of Directors of NEC Corporation (the
"Company") held on June 28, 2004 certain undetermined
terms as to "stock acquisition rights" (rights to
subscribe for or acquire shares from the company - shinkabu
yoyakuken -, the "Stock Acquisition Rights") for its
stock option plan, the issue of which was approved at the 166th
Annual General Meeting of Shareholders of the Company on June 22,
2004, were decided, and we hereby inform you as follows:



1. Class
and total number of shares to be issued or acquired upon exercise of the Stock Acquisition Rights:





2.	Total
number of the Stock Acquisition Rights to be issued:

293
	units



3.	Persons
to whom the Stock Acquisition Rights will be allocated:

Directors
	(15 persons), corporate officers (36 persons), employees having
	important responsibilities equivalent to those of corporate officers
	      (1 person) and Executive General Managers and employees having
	important responsibilities equivalent to those of Executive General
	Managers (91 persons) of the Company, and full-time presidents of
	certain significant subsidiaries in Japan which are important from
	the viewpoint of the business strategy of the Company (excluding
	subsidiaries whose shares are listed on a stock exchange and its
	affiliated subsidiaries) (31 persons), who will be in office at the
	issue date of the Stock Acquisition Rights.



4.	Issuance
terms of certificate of the Stock Acquisition Rights:

The
	certificate of the Stock Acquisition Rights will be issued only if
	so requested by the holder.



5. Amount which will not be accounted for as stated capital out of the issue
price of the shares issued upon exercise of the Stock Acquisition Rights:

Amount
	which will not be accounted for as stated capital out of the issue
	price of the shares issued upon exercise of the Stock Acquisition
	Rights shall be the amount obtained by multiplying the
	exercise price of the Stock Acquisition Rights by 0.5, and any
	fractions less than one (1) Japanese yen arising therefrom shall be
	rounded down to the nearest one (1) Japanese yen.



6. Base dividends date for reckoning on the shares to be issued upon exercise of the Stock Acquisition Rights:

The
	first dividends or interim dividends, pursuant to Article 293-5 of
	the Commercial Code of Japan, to be paid on the shares of common
	stock of the Company issued upon exercise of the Stock Acquisition
	Rights will be paid as if the exercise were made on April 1 where
	the exercise is made during the period from April 1 to September 30,
	or on October 1 where the exercise is made during the period from
	October 1 to March 31 of the ensuing year, as the case may be.



7.	Bank
to which the exercise price will be paid:

Tokyo
	Business Department of The Sumitomo Trust and Banking Company,
	Limited.





*	The
other terms as to the Stock Acquisition Rights (except the amount to
be paid upon exercise of the Stock Acquisition Rights, which is to be
determined on July 12, 2004) have been already determined and
disclosed on April 28, 2004.