FORM
6-K

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D. C. 20549




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REPORT
OF FOREIGN PRIVATE ISSUER

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

For
the month of April 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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April
24, 2003



Issue
of Stock Acquisition Rights for Stock Option Plan



At
the meeting of its Board of Directors held today it was resolved that
pursuant to Article 280-20 of the Commercial Code of Japan, NEC
Corporation (the "Company") issue "stock
acquisition rights" (rights to subscribe for or acquire shares
from the company - shinkabu yoyakuken -, the "Stock
Acquisition Rights") to persons other than its shareholders for
the purpose of granting stock options as follows:



1.
Reason for issue of the Stock Acquisition Rights with favorable
conditions to persons other than its 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, the Company issues
the Stock Acquisition Rights to the Allocated Persons (as defined in
2. below) for the purpose of granting stock options.



2.
Persons to whom the Stock Acquisition Rights will be allocated (the
"Allocated Persons") and Number of the Stock Acquisition
Rights which will be allocated

The
Stock Acquisition Rights will be issued to the Allocated Persons who
will have in office at the issue date of the Stock Acquisition Rights
in accordance with their positions at the time of the issuance. The
Allocated Persons and the number of units of the Stock Acquisition
Rights allocated to each Allocated Persons are shown in the table
below:



|Allocated Persons | Number of units of the Stock acquisition
			Rights (Number of shares)
|----------------- | ---------------------------------------------------------------------

(a) Directors of the Company

|Chairman of the Board           | 10 (10,000 shares)
|------------------------------- | ------------------
|Vice Chairman of the Board      | 10 (10,000 shares)
|President                       | 10 (10,000 shares)
|Senior Executive Vice President | 8 (8,000 shares)  
|Executive Vice President        | 6 (6,000 shares)  
|Senior Vice President           | 4 (4,000 shares)  
|Director (non-executive)        | 3 (3,000 shares)  

(b)
Corporate Officers (other than Directors)

|Executive Vice President        | 4 (4,000 shares)
|------------------------------- | ----------------
|Senior Vice President           | 3 (3,000 shares)
|Associate Senior Vice President | 2 (2,000 shares)

(c)
Employees having important responsibilities equivalent to those of
Corporate Officers

|2 (2,000 shares)
|----------------

(d)
Executive General Managers and employees having important
responsibilities equivalent to those of Executive General Managers

|1 (1,000 shares)
|----------------

(e)
Chairman and President (serving on a full-time basis) of the
Company's subsidiaries in Japan (excluding subsidiaries whose stocks
are listed and its affiliated subsidiaries) which are important from
the point of view of the business strategy of NEC Group

|1 (1,000 shares)
|----------------



3.
Terms of the Stock Aquisition Rights

(1)
Class and total number of the Company shares to be issued or acquired
upon exercise of the Stock Aquisition Rights:

Up
to 350,000 shares of common stock of the Company (1,000 shares per
one unit of the Stock Aquisition Right)

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 Stock
Acquisition Rights which have not been exercised at the time of such
stock split or consolidation shall be adjusted according to the
following formula, with fraction less than one share resulting from
the adjustment to be discarded.

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

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

Up
to 350 units

(3)
Issue price of the Stock Acquisition Rights

None

(4)
Exercise price of the Stock Acquisition Rights

The
price to be paid in per share upon exercise of each Stock Acquisition
Right (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 take place) during the
month immediately preceding the month in which the Stock Acquisition
Rights are issued, with fractional amounts of less than one yen
resulting from the calculation to be 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 Stock
Acquisition Rights are issued, the 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 pursuant to Paragraph 2 of
Article 341 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 of the Commercial Code of Japan before
its amendment effective from October 1, 2001 and exercise of Stock
Acquisition Rights), the Exercise Price shall be adjusted in
accordance with the following formula, with fractional amounts of
less than one yen resulting from the adjustment to be rounded up to
one yen.

Exercise
Price after adjustment = Exercise Price before adjustment x
{Number of outstanding shares + (Number of new shares to be issued x Amount
to be paid per share) / market price per share before issue of new
shares} / (Number of outstanding shares + Number of new shares to be
issued)

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

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



(5)
Exercise Period of the Stock Acquisition Rights

From
July 1, 2005 to June 30, 2009



(6)
Conditions of exercise of the Rights

(a)
The Allocated Persons may exercise the Stock Acquisition Rights so
long as the Allocated Persons are directors, corporate officers or
employees of the Company or its subsidiaries (excluding companies
whose stocks are listed and its affiliated subsidiaries) at the time
of exercise of the Stock Acquisition Rights. Notwithstanding the
foregoing, if an Allocated Person loses such position during the
period described in (5) above, such Allocated Person may exercise its
Stock Acquisition 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, 2009). Furthermore, if an Allocated
Person loses such position on or before June 30, 2005, such Allocated
Persons may, nevertheless, exercise its Stock Acquisition Rights for
a period of one year from July 1, 2005.

(b)
Successors or heirs of the Allocated Persons shall not exercise the
Stock Acquisition Rights.

(c)
Partial exercise of one unit of the Stock Acquisition Right shall not
be permitted.



(7)
Events and conditions for cancellation

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

(a)
If the Allocated Persons become unable to exercise the Stock
Acquisition Rights pursuant to the conditions set forth in paragraph
(6) above;

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



(8)
Limitation of transfer of the Stock Acquisition Rights

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



(note)

Issue
of the Stock Acquisition Rights shall be subject to approval of the
165th Annual General Meeting of Shareholders of the
Company to be held on June 19, 2003.