FORM
6-K

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D. C. 20549




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REPORT
OF FOREIGN PRIVATE ISSUER

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

For
the month of February 2003

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

Yes  [     ]      No [ X ]



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SIGNATURE



NEC
CORPORATION(Registrant)By:


/S/
    FUJIO OKADAFujio Okada
General Manager, Legal Divison




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February 28, 2003



Sales of the Shares of NEC's
Subsidiary



On February 28, 2003, NEC Corporation ("NEC")
held a meeting of the board of directors at which it was resolved
that NEC shall transfer 1,260,000 shares of NEC Leasing, Ltd. ("NEC
Leasing"), its consolidated subsidiary, to Sumisho Lease Co., Ltd. and
SMBC Leasing Company, Limited. NEC signed a share transfer agreement
with each of the two companies on the same date.

Anristu Corporation, NEC Tokin Corporation,
Toyo Communication Equipment Co., Ltd., NEC Facilities, Ltd. and NEC
Ameniplantex, Ltd., all NEC's affiliates, will also transfer a part
of their holdings in NEC Leasing (total 2,340,000 shares) to Sumisho
Lease Co., Ltd. and SMBC Leasing Company, Limited.

After those transfers, NEC Leasing will no
longer be a consolidated subsidiary of NEC and treated as an
affiliated company accounted for by the equity method.



1.The reason of the transfer of shares

NEC
Leasing, a core company of the NEC Group in the field of providing
sales financing services, has had close business relationships with
the NEC Group companies including NEC and its business has been
constructed, to a great extent, on synergy with the NEC Group.

NEC Leasing has
endeavored to strengthen its ability to provide high quality
financial solutions to its customers by way of acquiring high level
financial products development capability and expanding its services
to its customers.

The leasing industry
in Japan, however, undergoes dramatic changes and not a few
M&A already took place. In order to cope with such drastic
changes and to speed up the implementation of NEC Leasing's growth
strategy, NEC has agreed with Sumisho Lease Co., Ltd. and SMBC
Leasing Company, Limited to sell a part of its holdings in NEC
Leasing in an effort to strengthen NEC Leasing's activities.

The function of
NEC Leasing within the NEC Group and our support policy to NEC
Leasing's activities will remain unchanged with these transactions.



2. Profile of NEC Leasing, Ltd.

|(1) Company Name                   | NEC Leasing, Ltd.                                              
|---------------------------------- | ---------------------------------------------------------------
|(2) Representative                 | President   Takehiko Yamamoto                                  
|(3) Address                        | 29-11, Shiba 5-chome, Minato-ku, Tokyo                         
|(4) Date of Incorporation          | September 7, 1970                                              
|(5) Main Business                  | Leasing, rentals and other related activities                  
|(6) End of Fiscal Year             | March 31                                                       
|(7) Number of Employees            | 477 (as of March 2002)                                         
|(8) Main Branches                  | Kanto Branch, Chubu Branch, Kansai Branch and
				Kyushu Branch
|(9) Paid-in Capital                | 800,000,000 yen                                                
|(10) Total Number of Shares Issued | 12,000,000 shares                                              
|(11) NEC's Shareholding Ratio      | 61.5% (inclusive of 11.5% indirectly held)                     
|(12) Recent Financial Results      |                                                                

|(Millions of yen)
|-----------------

|                | Fiscal Year Ended March 2001 | Fiscal Year Ended March 2002 | Fiscal Year Ending March 2003 (forecast)
|--------------- | ---------------------------- | ---------------------------- | ----------------------------------------
|Net Sales       | 286,621                      | 260,426                      | 254,000                                 
|Ordinary Income | 6,209                        | 6,764                        | 8,000                                   
|Net Income      | 2,891                        | -1,700                       | 4,740                                   
|Total Assets    | 721,011                      | 720,601                      | -                                       



3. Profile of Transferees

|(1) Company Name    | Sumisho Lease Co., Ltd.                     | SMBC Lesaing Company, Limited                    
|------------------- | ------------------------------------------- | -------------------------------------------------
|(2) Representative  | President   Mitsuharu Ishii                 | President   Yohei Shiraga                        
|(3) Address         | 5-33, Kitahama 4-chome,
				Chuou-ku, Osaka | 9-4, Nishishimbashi 3-chome,
				Minato-ku, Tokyo
|(4) Main Business   | Leasing, rentals and loans                  | Leasing and rentals                              
|(5) Relation to NEC | Ordinary course of business only            | Ordinary course of business only                 



4. Number of shares to be transferred,
shareholding ratio before and after the transfers

|                                                                  | (1) Number of shares before the transfers | (2) Number of shares to be transferred | (3) Number of shares after the transfers
|----------------------------------------------------------------- | ----------------------------------------- | -------------------------------------- | ----------------------------------------
|NEC Corporation                                                   | 6,000,000
				50.0%                       | -1,260,000
				-10.5%                  | 4,740,000
				39.5%                     
|NEC's consolidated subsidiaries                                   | 1,380,000
				11.5%                       | -1,380,000
				-11.5%                  | 0
				0.0%                              
|NEC's affiliated companies accounted for by
				the equity method | 1,620,000
				13.5%                       | -960,000
				-8.0%                     | 660,000
				5.5%                        
|Sub-Total                                                         | 9,000,000
				75.0%                       | -3,600,000
				-30.0%                  | 5,400,000
				45.0%                     
|SMBC Leasing Company, Limited (Note)                              | 600,000
				5.0%                          | 1,800,000
				15.0%                    | 2,400,000
				20.0%                     
|Sumisho Lease Co., Ltd.                                           | 600,000
				5.0%                          | 1,800,000
				15.0%                    | 2,400,000
				20.0%                     
|Others                                                            | 1,800,000
				15.0%                       | 0
				0.0%                             | 1,800,000
				15.0%                     
|Total                                                             | 12,000,000
				100.0%                     | 0
				0.0%                             | 12,000,000
				100.0%                   



(Note) SMBC Leasing Company, Limited plans to acquire from Sumitomo
Mitsui Banking Corporation 600,000 shares on the same date.

|                                    | (1) Number of shares before the transfer | (2) Number of shares to be transferred | (3) Number of shares after the transfer
|----------------------------------- | ---------------------------------------- | -------------------------------------- | ---------------------------------------
|Sumitomo Mitsui Banking Corporation | 600,000
				5.0%                         | 600,000
				5.0%                       | 0
				0.0%                             



5. Date of the transfers

In the middle of March, 2003



6. Forecast of NEC's financial results

The effect of these transactions is already included in
NEC's forecast for its consolidated financial results for the fiscal
year ending March 31, 2003.