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 May 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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|The
				following is an English translation of the Notice of the 165th
				Ordinary General Meeting of Shareholders of NEC Corporation to be
				held on June 19, 2003, 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 28, 2003



To Our Shareholders:



NOTICE
OF THE 165TH ORDINARY GENERAL MEETING OF SHAREHOLDERS



The Hundred and Sixty-fifth Ordinary General Meeting of Shareholders (the
"Meeting") of NEC Corporation (the "Company")
will be held as follows:



1. DATE: June 19, 2003 (Thursday) 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, Japan

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 165th Business Period from April 1, 2002
to March 31, 2003.



MATTERS
	TO BE VOTED UPON:

(1) Approval
of the Plan for Disposition of Income with respect to the 165th
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.35 to 38).)

(3) Election
	of Nine Directors

(4) Election
of Two 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.44 to 47).)

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





---



###### Business Report

(For the Period from April 1, 2002 to March 31, 2003)



1. Review
		of Operations

(1) Conduct
		and Results of Operations

Overview of Conditions

The
		165th Business Period (the "Period") showed signs of a gradual recovery
		mainly in the U.S. and Asia during the first half, while uncertainty intensified
		in the second half, due mainly to the aggravation of the situation in
		Iraq.

Regarding
		Japan's economy, exports mainly to the U.S. and Asia expanded in the first
		half, and consumer spending made relatively steady growth, leading the
		economy towards recovery. In the second half, however, concerns over the
		economic downswing increased, due to slowdown of exports, the weak stock
		prices reflecting uncertainty regarding the growth of the world economy
		due to the disruptive situation in Iraq and the slowdown in the growth
		of consumer spending.

In
		the electronics industry, although the demand for system integration ("SI")
		services and digital consumer products grew steadily, demand for personal
		computers ("PC") and communication equipments remained flat, and the market
		overall continued to show adverse conditions.

Moreover,
		the business environment surrounding the Company changed drastically,
		as illustrated by the advancement of technological integration in the
		fields of information technology ("IT") and network, the change in the
		competitive structure of the semiconductor industry, the intense price
		competition stemming from the rise of Chinese companies and the development
		of a horizontal international specialization system caused by the electronic
		manufacturing services ("EMS") companies. Recognizing these changes and
		the need to build a business framework that will better accommodate the
		needs of the customers, the Company adopted a new management policy to
		concentrate its management resources on two business domains, IT-Network
		Integrated Solutions and Semiconductor Solutions, which allows for the
		optimal funding and allocation depending on the business characteristics
		and the improvement in the financial structure. Based on this policy,
		the Company restructured its electron device business by separating the
		semiconductors operations and establishing NEC Electronics Corporation
		("NEC Electronics") as its semiconductor-specialized subsidiary. Also,
		to enhance its business structure, material costs have been lowered by
		the standardization of components and procurement of materials from concentrated
		suppliers as well as the innovation of the manufacturing processes and
		the reinforcement of the supply chain management system.

Net sales in the Period decreased by 780.9 billion yen (down 21.9%) from
		the previous period to 2,781.4 billion yen. This is primarily due to the
		large drop of sales in the communications system business caused by the
		scale back of investments by communications service providers, the decrease
		of domestic shipment in the business of mobile handsets, as well as the
		integration of the personal computer business to the Company's subsidiaries
		in the previous period and the separation of the electron device businesses
		into the Company's subsidiaries in this Period. In addition, orders received
		decreased by 715.0 billion yen (down 20.8%) from the previous period to
		2730.5 billion yen.

Regarding profitability, despite the decrease in net sales, due to lower
		fixed expenses and cost of sales following the structural reforms that
		the Company implemented, ordinary income before taxes improved to 6.1 billion
		yen, a year-on-year increase of 102.6 billion yen. However, the Company
		recorded a net loss of 14.9 billion yen, due to the extraordinary losses
		that were accounted for by devaluation in the investments in affiliated
		companies and securities.

In
		light of the decline in shareholders' equity due to net losses in two
		consecutive periods, the Company regrettably proposes not to pay any dividend
		for the Period.

The Company introduced the in-house company system from April 2000, and
		has executed structural reforms of concentrating resources on growth business
		fields and restructuring underperforming businesses. Having restructured
		the electron device businesses including the corporate separation of the
		semiconductor business during this Period,the Company's
		management climate is primed to concentrate its resources on the IT and
		network solutions businesses. Thus, to promote the integration between
		the two businesses, on April 1st, 2003, the Company has reorganized
		its management structure from an in-house company system to a business
		line system.

Review
		of Operations by Business Segments

The
		Company has been focusing on the Internet solution business by concentrating
		its operations in three business domains: the IT Solutions Business, which
		provides internet solutions primarily for enterprises and individuals,
		the Network Solutions Business, which provides Internet solutions primarily
		for network operators, including communication carriers and broadcasters,
		and the Electron Devices Solutions, which provides electron device solutions
		primarily for equipment manufactures supporting the Internet market. As
		the Company has implemented the reorganization of its electron devices
		operations, including the corporate separation of the semiconductor business,
		however, it has since conducted its business concentrating mainly upon
		the IT Solutions business and the Network Solutions business.

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



IT Solutions
		Business

Sales were 1,137.6
		billion yen, a decrease of 263.5 billion yen (down 18.8%) from the previous
		period. This, despite the steady performance in the sales of various services,
		including SI services, and software, was primarily due
		to the integration of the personal computer business to a subsidiary in
		the previous period. Orders received were 1,107.8 billion yen, a decrease
		of 238.0 billion yen (down 17.7%) from the previous period. Major items
		of sales and orders received were SI services, Internet
		services "BIGLOBE", mainframe computers, PC servers, UNIX servers and workstations.

The Company continued its efforts, as in the previous period, to reinforce
		the profit-and-loss management in the SI service business,
		and to improve profitability by tapping a greater number of system engineers
		in China and India. Also, in collaboration with NTT Data Corporation,
		the Company delivered approximately 340 large scale UNIX based servers
		NX 7000 Series, equipped with NEC's middleware, to NTT DoCoMo, Inc. ("NTT
		DoCoMo"), and built a system for their new i-mode service platform. This
		system, which launched in March 2003, is an unprecedented large scale
		open mission critical system (mission-critical system using open systems
		such as UNIX servers) in the world, and will be the backbone to support
		more than 37 million i-mode subscribers.



Network
		Solutions Business

Sales
		were 1,176.5 billion yen, a decrease of 292.3 billion yen (down 19.9%)
		from the previous period. This is primarily due to the telecommunications
		industry's global downturn that began in the previous period, causing sluggish
		demand by the domestic and international communications service providers,
		as well as due to the decrease of the shipment of cellular phones in the
		domestic market affected by the slowdown in the increase rate of new subscribers
		for cellular phones. Orders received were 1,146.6 billion yen, a decrease
		of 220.6 billion yen (down 16.1%) from the previous period. Major items
		of sales and orders received were cellular phones, mobile communications
		systems, digital central office switching systems, PBXs, IP network equipment,
		and optical backbone networking systems.

During
		this Period, the Company's cellular phones
		with built-in cameras for NTT DoCoMo and J-Phone Corporation won popularity.
		To obtain a competitive advantage in China, where growth in the cellular
		phone market is expected, the Company established with Matsushita Communications
		Industrial Co., Ltd. (currently, Panasonic Mobile Communications Co.,
		Ltd.) and a leading Chinese telecommunications equipment manufacturer,
		a joint venture with the purpose of developing third-generation (3G) cellular
		phones. Faced with the scale back of investments by communications service
		providers, the Company further implemented its structural reforms that
		involved the reduction of material costs and the reduction in work force.
		In addition, by divesting a broadcasting equipment manufacturing operations
		to an EMS company, the Company has improved its framework to focus its
		management resources on developing leading-edge technologies and solutions,
		and marketing.



Electron Devices
		Business

Sales were 454.8
		billion yen, a sharp decrease of 234.0 billion yen (down 34.0%) from the
		previous period. Orders received were 466.4 billion yen, a decrease of
		223.9 billion yen (down 32.4%) from the previous period. Major items of
		sales and orders received were system LSIs, microcomputers, memories,
		general-purpose semiconductors and color liquid crystal displays.

The decrease
		of sales and orders received were due to the structural reforms. The Company
		separated and transferred the system LSI oriented semiconductor business
		to NEC Electronics, established on November 1, 2002, to concentrate its
		management resources and to strengthen its international competitiveness
		as a semiconductor-specialized company. Other businesses such as the electronics
		components business which include capacitors, relays, and rechargeable
		batteries, were transferred to a subsidiary, NEC Tokin Corporation, and
		the printed wiring board business was transferred to a joint venture that
		was established with Toppan Printing Co., Ltd. Furthermore, the color
		plasma display business was separated by means of a corporate separation
		to NEC Plasma Display Corporation, in order to quickly respond to the
		rapidly growing market.

The color liquid
		crystal display business was separated from the Company and transferred
		to a subsidiary as of April 1, 2003.



Research
		and Development

The Company continued
		its R&D programs mainly in the fields of Broadband (high-speed, large-capacity
		network and its related services) & Mobile (access to networks via
		mobile information terminals) for new technologies essential for the expansion
		of its operations, as well as innovative technologies essential for the
		creation of new operations. Highlights of the achievements in R&D
		include the following examples:



1    Development
		of the basic technology for electronic tickets and membership ID for cellular
		phones

The Company developed
		the basic technology, "mobile e-ticketing and membership authentication
		service platform", which will realize services such as reservations and
		purchase of tickets as well as access control at event sites, by communicating
		cellular phones and terminals installed at stores with the use of infrared
		data communication technology and security technology. Based on this basic
		technology, information regarding concert and movie tickets reserved through
		the Internet will be sent to cellular phones, and by making authentications
		with service terminals at the event site, data management for issuance
		and admittance to the events will be feasible. Similarly, membership services
		using cellular phones will become available in place of the various types
		of membership cards and shared coupon service among stores within a shopping
		mall.



2    
		Development of a wireless access testbed for the practical application
		of the 4th generation mobile communications system

The Company delivered
		to NTT DoCoMo a wireless access testbed for the practical application
		of the 4th generation mobile communications system. The 4th generation
		mobile communications system is a next generation mobile communications
		system expected to be put into practical application around 2010, and
		is currently being studied and experimented to achieve mobile broadband,
		capacity enhancement, and seamless communication (to use various broadcasting
		and communication services with switching between smoothly). The testbed
		delivered by the Company was developed for the validation experiment of
		this system and with the use of new wireless access technology and communication
		control technology, has attained the transmission rate from the base station
		to the mobile station (downlink speed) of 100 Mega bps at maximum, and
		the transmission rate from the mobile station to the base station (uplink
		speed) of 20 Mega bps at maximum; thus successfully achieving high-speed
		data transmission equivalent to wireline transmission.

Note: Mega
			bps (bit per second) is a unit that indicates the rate of information
			transmission through a communication line, and represents the amount
			of information transmitted in one second using the megabit unit.



3    
		Test production of 64-bit RISC microprocessor "2nd generation VR5500"

The Company has
		completed the test production of the next generation version of the Company's
		64-bit RISC microprocessor "VR5500", which has been popular as a high-performance
		and low power consumption microprocessor for multimedia equipments and
		networking equipments. By the use of the Company's 0.13 micron (um) copper
		process technology and circuit design optimization, this test product
		realized a world top class capability of 1600 Dhrystone MIPS, twice the
		processing capacity as the original product, which represents a significant
		achievement for an embedded microprocessor, and consumes only 2 watts
		for processing at 1200 Dhrystone MIPS, which is 1.5 times faster compared
		to the original product. This result enhances the development of high
		performance and low power consumption system LSIs for multimedia equipments
		and networking equipments.

Note: MIPS stands
		for Million Instructions Per Second, a measure for processing speed.



4    
		World's first to successfully realize the essential operation for logic
		circuits used in the quantum computer

Research
		for the Quantum computer, a computer which will be capable of processing
		calculations that would take thousands of years with the computers today
		in less than a minute, has been underway for its practical realization.
		In an experiment conducted jointly by the RIKEN (The Institute of Physical
		and Chemical Research Corporation) and the Company, "state of quantum
		entanglement", an essential state for logic operations, was successfully
		created using two solid state quantum bits. This achievement of generating
		and controlling the "state of quantum entanglement" has leaded a path
		to the integration of the quantum bits for the quantum computer's logic
		circuits, and has been a big step toward the practical realization of
		the quantum computer. The Company will continue to work on developing
		logic circuits integrating quantum bits and aim for the realization of
		the quantum computer.





Capital
		Expenditures

The
		Company's capital expenditures amount to 41.0 billion yen in total during
		the Period, which was appropriated for the purpose of expanding the research
		and development facilities for servers, mobile communications systems
		and terminals, fiber network systems, and advanced LSIs, as well as internet
		service "BIGLOBE" related equipment.



Financing
		Activities

There was no
		new issuance of shares or bonds during the Period.



(2) Challenges
		to be Addressed by the Company

In the electronics
		industry, product prices have declined due to the burst of the IT Bubble
		and the communication market recession, as well as the downturn in the
		economy and the progress in the economic globalization. In addition, the
		market environment has been shifting rapidly with the advance in the technological
		integration of the IT domain and the networks domain, entailed by the
		change of business models for the communications service providers, intense
		price competition, and the development of a horizontal international specialization
		system.

In response,
		the Company will undertake measures to improve the business structure
		and to promote new growth strategies, and implement management reforms
		necessary to realize these objectives.

First,
		as a measure to reform the business structure, the Company will continue
		to implement the innovation of the manufacturing processes and the reinforcement
		of the supply chain management system, along with further reduction of
		material costs and the compression of assets, and improve profitability
		and its financial conditions. By establishing a business structure that
		is able to achieve profitability amidst this deflated economy, the Company
		will endeavor to improve its performance.

Secondly,
		the Company will implement new growth strategies. The first strategy will
		be to provide services integrating both the IT Solutions business and
		the Network Solutions business. There has been an emergence of a domain
		that overlaps the previous IT domains and network domains due to the advancement
		in the utilization of information systems and the diversification of telecommunications
		services. The Company will capitalize on its strength in the IT Solutions
		business and the Network Solutions business and strive to create a new
		demand in this domain. Furthermore, the Company aims to provide a total
		solution, which includes the provision of hardware and software, network
		integration, and the development and operation service of operational
		application software.

The
		second strategy is to globally expand its businesses. As for the IT Solutions
		Business, the Company will implement a cross-region operation by reinforcing
		operational bases in Europe, China and Taiwan, the Asia Pacific, and North
		America. The other pillar of the global expansion is the mobile handset
		business of the Network Solutions Business. Based on its strong domestic
		position, the Company will aggressively introduce products in the overseas
		markets, mainly China and Europe.

Moreover, in order to achieve these growth strategies, the Company will
		execute further management reform. Recognizing the development in the
		technology integration of the IT and network domains and the increasing
		needs in those integrated markets, the Company will promote an "Open and
		Flat Management" by a new market and field oriented management style based
		on business lines. In addition, the Company will take steps to enhance
		field and customer consciousness and customer satisfaction as the corporate
		culture.

Through the implementation of these measures, the management expects that
		the Company 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 162nd and 163rd Business Periods, orders received and net sales increased
		from the respective previous periods, 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 world-wide
		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 restructuring charges. During this 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.





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

|Business
			Period---------Indices   | 162nd Business
			Period 4/1/99-3/31/00 | 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
|------------------------------------ | --------------------------------------- | --------------------------------------- | --------------------------------------- | ---------------------------------------
|Orders
			received                   | 3,809.2                                 | 4,010.4                                 | 3,445.5                                 | 2,730.5                                
|Sales                                | 3,784.5                                 | 4,099.3                                 | 3,562.3                                 | 2,781.4                                
|Ordinary income (loss)               | 65.8                                    | 63.9                                    | (96.5)                                  | 6.1                                    
|Net income (loss)                    | 22.8                                    | 23.6                                    | (286.2)                                 | (14.9)                                 
|Net
			income (loss) per share (yen) | 14.02                                   | 14.45                                   | (172.87)                                | (9.01)                                 
|Total assets                         | 3,554.0                                 | 3,716.1                                 | 3,273.5                                 | 2,701.0                                
|Net assets                           | 955.3                                   | 1,041.6                                 | 735.1                                   | 672.0                                  

(Note)

1. Computation of net income per share is based on the average number of
		  shares outstanding during each period. From the 163rd Business Period,
		  the number of treasury stock is excluded from the average number of
		  shares. In addition, from this 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).
2. The Company has applied accounting for pension and severance indemnity,
		  accounting for financial instruments, and accounting for the transaction
		  in foreign currencies since the 163rd Business Period.
3. The Company has applied the consolidated tax returns from this Period.





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2. Outline of the Company(as
	of March 31, 2003)

(1) Major Operations

The Company's major business is the Internet solution business
	including manufacture and sale of computers, communications equipment, electron
	devices 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),
		Internet service "BIGLOBE", maintenance services, outsourcing
		services, education services, mainframe computers, PC servers, UNIX servers,
		workstations, supercomputers, POS (Point of Sales) systems, multimedia
		terminals, storage equipment, personal computers, printers                                                                                                              | 40.9%                    
|Network Solutions Business | optical backbone networking systems, broadband access
		systems (ADSL system, cable modems, etc), IP network equipment (IP switching
		routers and servers) 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.) | 42.3%                    
|Electron Devices Business  | System LSIs (gate arrays, cell-based ICs, LSIs for communications
		and ICs for consumer electronics and industrial use), microcomputers,
		memories, general-purpose semiconductors (display driver LSIs, transistors
		and diodes), color LCDs, color plasma display panels, printed wiring boards,
		microwave tubes                                                                                                                                                                                                              | 16.4%                    
|Others                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 0.4%                     
|Total                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 100%                     

(Note) The Company separated its color plasma display panel
	business, printed wiring board business and microwave tube business on October
	1, 2002, and its business such as System LSIs, microcomputers and general-purpose
	semiconductors, on November 1, 2002, as its affiliated companies.





(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

|                 | Number of Employees | Increase (Decrease ) from March 31, 2002 | Average Age | Average Years of Employment
|---------------- | ------------------- | ---------------------------------------- | ----------- | ---------------------------
|Male             | 19,710              | (6,326)                                  | 39.8        | 16.1                       
|Female           | 4,465               | (1,421)                                  | 33.3        | 11.9                       
|Total or Average | 24,175              | (7,747)                                  | 38.6        | 15.3                       





(4) State of Shares

|1. Total Number of Authorized Shares | 3,200,000,000 shares
|------------------------------------ | --------------------
|2. Total Number of Shares Issued     | 1,656,268,189 shares
|3. Number of Shareholders            | 216,977 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)
|---------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------- | --------------------------------------------------------------------------
|Japan Trustee Services Bank, Ltd. (Trust Account)                                                                                                          | 70,211(4.28%)                                              | None (None)                                                               
|Sumitomo Life Insurance Company                                                                                                                            | 53,000(3.23%)                                              | None (None)                                                               
|The Master Trust Bank of Japan, Ltd. (Trust Account)                                                                                                       | 52,160(3.18%)                                              | None (None)                                                               
|Nippon Life Insurance Company                                                                                                                              | 47,750(2.91%)                                              | None (None)                                                               
|The Dai-ichi Mutual Life Insurance Company                                                                                                                 | 42,719(2.61%)                                              | None (None)                                                               
|The Chase Manhattan Bank, N.A. London                                                                                                                      | 40,333(2.46%)                                              | None (None)                                                               
|The Chase Manhattan Bank, N.A. London, SL Omnibus Account                                                                                                  | 30,398(1.86%)                                              | None (None)                                                               
|Mitsui Sumitomo Insurance Company, Limited                                                                                                                 | 29,309(1.79%)                                              | 9,307 (0.65%)                                                             
|NEC Employee Shareholding Association                                                                                                                      | 27,137(1.66%)                                              | None (None)                                                               
|Japan Trustee Services Bank, Ltd. (Re-trust of Sumitomo
		Trust & Banking Co., Ltd. / Sumitomo Corporation pension and severance
		payments Trust Account) | 23,299(1.42%)                                              | 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 | 72,000                | 0.00                      | 1                     
|Financial Institutions                   | 654,446,050           | 39.51%                    | 324                   
|Securities Companies                     | 27,475,209            | 1.66%                     | 126                   
|Other Corporations                       | 105,265,036           | 6.36%                     | 2,511                 
|Foreign Investors                        | 332,199,941           | 20.06%                    | 732                   
|Japanese Individuals and Others          | 536,809,953           | 32.41%                    | 213,283               
|Total                                    | 1,656,268,189         | 100%                      | 216,977               

6. Acquisition and Possession of the Company's Own Shares

(A) Shares acquired by the Company Shares acquired from shareholders who exercised the right to
	sell less than one unit shares Number of Common Stock
		1,272,942Total Amount Paid for Acquisition
		JPY 659,507,857 Shares acquired from shareholders who opposed to the corporate
	separation (related to the semiconductor business) Number of Common Stock
		35,000Total Amount Paid for Acquisition
		JPY 26,810,000  (B) Company's Own Shares held by the Company as of March 31,
	2003 Number of Common Stock
		2,033,034


7. State of Stock acquisition rights issued by the Company
	(the "Rights") with favorable conditions to persons other than the Shareholders

(A) Class and number of shares
	to be issued or transferred upon exercise of the Rights 358,000 shares of
	the Company's common stocks (1,000 shares per Right shall be issued or transferred
	upon exercise of the Right) 
	(B) Issue price of the Rights
	None 
	(C) Conditions of exercise of the Rights (a) The Rights can be exercised from July 1, 2004 to June 30, 2008 
		(b) Any Person to whom the Rights were allotted (the "Holder") may exercise
		the Rights so long as the Holder is director, corporate officer or employee
		of the Company or its subsidiaries (excluding companies whose stocks are
		listed) 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, 2008). Furthermore, if a Holder loses
		such position on or before June 30, 2004, such Holder may, nevertheless,
		exercise the Rights for a period of one year from July 1, 2004. 
		(c) Successors or heirs of a Holder shall not exercise the Rights. 
		(d) The exercise of the Rights, in part, shall not be permitted. 
		(e) Other conditions shall be provided in an agreement for allotment of
		stock acquisition rights (agreement for the grant of stock option)
 (D) Events and conditions for cancellation The Company may cancel
	the Rights without any consideration in the following events: (a) If the Holder becomes unable to exercise the Rights pursuant to the
		conditions set forth in paragraph (C) above; 
		(b) 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 
		(c) If an agreement for stock exchange or matters related to stock transfer,
		pursuant to which the Company becomes a wholly owned subsidiary of another
		company, are approved by a shareholders' meeting of the Company.
 (E) Description of favorable conditionsThe Company has issued
	  the Rights, without any consideration, to the directors, corporate officers,
	  executive general managers and employees having the responsibilities equally
	  important to those of executive general managers, and full-time chairmen
	  and presidents of the Company's subsidiaries in Japan (excluding companies
	  whose stocks are listed) which are important from NEC Group's strategic
	  viewpoint. (F) The name of the Holders and the Number of the Rights
	  allotted (a) Directors Name
		  Number
		  Name
		  NumberHajime Sasaki
		  10
		  Kaoru Yano
		  4Koji Nishigaki
		  10
		  Toshiro Kawamura
		  4Mineo Sugiyama
		  8
		  Makoto Maruyama
		  4Shigeo Matumoto
		  6
		  Shunichi Suzuki
		  4Akinobu Kanasugi
		  6
		  Tsutomu Nakamura
		  4Yoshio Omori
		  4
		  Toshio Morikawa
		  3Kaoru Tosaka
		  4
		  Koichi Kimura
		  3  (b) Employees (Top 10, 3 Rights allotted for each employee) Name
		  Name
		  NameYukio Doi
		  Masakatsu Miwa
		  Kazumasa FujieKyoji Yamamoto
		  Yasushi Kaito
		  Hideaki KiharaTaiji Suzuki
		  Keiichi ShimakuraToshiki Inazumi
		  Kazuhiko Kobayashi  (c) Full-time chairmen and presidents of the Company's important
	  subsidiaries in Japan (excluding companies whose stocks are listed) from
	  NEC Group's strategic viewpoint Name
		  Name
		  NameKazuhiro Kobayashi
		  Toshitake Noguchi
		  Takehiko YamamotoToshio Ono
		  Koki Okamoto
		  Tadanobu FurukatsuKazuhiko Kanou
		  Kanehiro Kubota
		  Kazuo TerasawaNaoaki Yasumi
		  Hideyuki Tsunoda
		  Seinosuke TonogaiToshihiko Takahashi
		  Koichi Igarashi
		  Takashi OgawaSeiichi Okawara
		  Yuichi Shimojo
		  Norio ToyodaYoichi Kataoka
		  Yoshiki Higo
		  Michio KonagaiTakashi Torii
		  Satoshi Higashi
		  Shuji MatstumotoEiji Nishimura
		  Tatsu Fujita
		  Kouichi KawataMikio Kuwata
		  Hiroshi Aoyama
		  Yasumasa IshiiKunihiro Tagauchi
		  Sadayuki Kishi
		  Hirokazu GotoKatsutoshi Okada
		  Katsuji Minagawa
		  Toshio OhyaKazuto Tsubota
		  Hirohiko Yamamoto
		  Kenji KannoAkira Date
		  Jiro TakashimaHiroyuki Izaki
		  Akira Mineo


(5) Important Business Affiliations

1. NEC Group

The Company
	and its affiliated companies ("NEC Group") have actively developed and promoted
	the Internet solution business in Japan and overseas.

Under the business environment
	characterized by the IT recession and the communications industry downturn,
	NEC Group implemented the measures ahead to innovate manufacturing processes
	and reduce total materials costs in order to restore the profitability and
	to establish a solid business structure. NEC Group focused on the business
	domain providing "integrated IT & network solutions" and "semiconductor
	solutions", and accelerated structural reforms mainly in the field of Electron
	devices business. The Company established a new subsidiary called NEC Electronics
	Corporation to strengthen the semiconductor solutions business and transferred
	the businesses of displays and microwave tubes to other new subsidiaries.
	In addition, the Company established joint venture companies with the domestic
	and overseas companies, for the development of 3G mobile handsets for W-CDMA
	bandwidth, for the development of rechargeable batteries for automobiles and
	for printed wiring board business. For the purpose of unlocking and realizing
	the corporate value, the Company listed on the Tokyo Stock Exchange the shares
	of NEC Fielding, Ltd, a subsidiary engaged in the computer maintenance business.

Consolidated net sales for
	the Period were 4,695.0 billion yen, a decrease of 406.0 billion yen (down
	8.0%) from the previous period, despite the increase of services, including
        SI services and semiconductors, system LSI and other,
        due to decrease in shipment of communications
	systems and cellular phones that recorded strong sales during the previous
	period, in addition to decrease in sales of servers, storages and personal
	computers. Consolidated operating income was 120.8 billion yen, an improvement
	of 176.4 billion yen from the previous period, due to reduction of fixed
	costs and production costs. Consolidated net income was loss of 24.5 billion yen
	due to the restructuring charges and devaluation of investments in securities,
	which offset the improvement in operating income and gain on sale of investments
	in securities.

The Company had 183 consolidated
	subsidiaries including 21 principal subsidiaries shown below, and 17 affiliates
	accounted for by the equity method.



|Name of Subsidiaries                         | Capital           | Percentages of Voting Rights Held | Principal Operations                                                                                       
|-------------------------------------------- | ----------------- | --------------------------------- | -----------------------------------------------------------------------------------------------------------
|                                             | (Millions of yen) |                                   |                                                                                                            
|NEC Eletronics Corporation                   | 50,000            | 100%                              | Manufacture and sale of semiconductors                                                                     
|NEC CustomMax, Ltd.                          | 8,500             | 100%                              | Sale of personal computers, communications equipment,
		etc.                                               
|NEC CustomTechnica, Ltd.                     | 6,600             | 100%                              | Development, manufacture and maintenance of personal
		computers for the Company                           
|NEC AccessTechnica, Ltd.                     | 4,000             | 100%                              | Manufacture and sale of peripheral equipment of computers,
		communications equipment, etc. for the Company
|NEC Kyushu, Ltd.                             | 1,000             | 100%(100%)                        | Manufacture and sale of semiconductors                                                                     
|NEC Kansai, Ltd.                             | 1,000             | 100%(100%)                        | Manufacture and sale of semiconductors                                                                     
|NEC Nexsolutions, Ltd.                       | 815               | 100%                              | System integration services and sale of computers, etc.                                                    
|NEC Saitama, Ltd.                            | 200               | 100%                              | Manufacture of communications equipment for the Company                                                    
|NEC System Integration & Construction, Ltd.  | 13,122            | 26.4%                             | Installation of communications systems and sale of communications
		equipment and computers                
|NEC TOKIN Corporation                        | 12,990            | 56.1%(0.5%)                       | Manufacture and sale of materials and components for
		electronics applications                            
|Japan Aviation Electronics Industry, Limited | 10,690            | 35.8%                             | Manufacture and sale of connectors, aerospace electronic
		equipment and systems, etc.                     
|NEC Infrontia, Ltd.                          | 10,332            | 54.7%(0.6%)                       | Manufacture and sale of communications systems, POS
		systems, 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.                               | 8,669             | 37.1%                             | System integration services, etc., and development and
		sale of software                                  
|NEC Machinery Corporation                    | 2,576             | 55.0% (14.5%)                     | 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 Rights Held | Principal Operations                                                                  
|---------------------------------------------- | --------------------------- | --------------------------------- | --------------------------------------------------------------------------------------
|                                               | (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)                        | 28,508                      | 100%(100%)                        | Sale of computers and related equipment and Provision
		of system integration services
|                                               | (Thousands of EURO)         |                                   |                                                                                       
|NEC Computers International B.V. (Netherlands) | 136,783                     | 95.6%                             | Manufacture and sale of personal computers                                            

(Note)

1. Parenthetical figures indicate the percentage of voting
	  rights held indirectly by the Company.
2. "NEC Electronics Corporation" was established by corporate
	  separation on November 1, 2002, and succeeded the semiconductor business
	  (excluding D-RAM business) of the Company.
3. Each percentage of voting rights of NEC System Integration
	  & Construction, Ltd., NEC TOKIN Corporation, Japan Aviation Electronics
	  Industry, Limited 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 System Integration & Construction, Ltd.
		  6,400,000 (15.0%)
		  NoneNEC TOKIN Corporation
		  12,700,000 (11.2%)
		  772,000 (0.7%)Japan Aviation Electronics Industry, Limited
		  13,800,000 (15.2%)
		  NoneNEC Soft, Ltd.
		  9,800,000 (24.0%)
		  None
4. "NEC Electronics, Inc." changed its name to "NEC Electronics
	  America Inc." as of October 8, 2002.
5. 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, 2003)

(In millions of yen)


|(Assets)                                                      |               
|------------------------------------------------------------- | --------------
|Current assets                                                | JPY  1,920,042
|Cash and cash equivalents                                     | 344,345       
|Notes and accounts receivable, trade                          | 821,985       
|Inventories                                                   | 553,820       
|Other current assets                                          | 199,892       
|Long-term assets                                              | 2,183,258     
|Long-term receivable, trade                                   | 33,073        
|Investments and advances                                      | 433,027       
|Property, plant and equipment                                 | 838,341       
|Other assets                                                  | 878,817       
|Total assets                                                  | JPY  4,103,300
|(Liabilities and shareholders' equity)                        |               
|Current liabilities                                           | JPY  1,774,224
|Short-term borrowings and current
		portion of long-term debt | 483,306       
|Notes and accounts payable, trade                             | 875,018       
|Other current liabilities                                     | 415,900       
|Long-term liabilities                                         | 1,737,219     
|Long-term debt                                                | 1,003,787     
|Accrued pension and severance costs                           | 705,551       
|Other                                                         | 27,881        
|Minority shareholders' equity in consolidated subsidiaries    | 135,613       
|Preferred securities issued by a subsidiary                   | 97,800        
|Shareholders' equity                                          | 358,444       
|Common stock                                                  | 244,726       
|Additional paid-in capital                                    | 358,568       
|Retained earnings                                             | 41,567        
|Accumulated other comprehensive income
		(loss)               | (286,417)     
|Total liabilities and shareholders' equity                    | JPY  4,103,300





---



CONDENSED CONSOLIDATED STATEMENT OF
	OPERATIONS

(For the Period from April 1, 2002 to March
	31, 2003)

(In millions of yen)


|                                                           |               | Ratio to sales (%)
|---------------------------------------------------------- | ------------- | ------------------
|Net sales                                                  | JPY 4,695,035 | 100.0             
|Cost of sales                                              | 3,453,010     | 73.5              
|Selling, general and administrative
		expenses             | 1,121,136     | 23.9              
|Operating income                                           | 120,889       | 2.6               
|Non-operating income                                       | 153,597       | 3.3               
|Interest
		and dividends                                   | 18,396        |                   
|Other                                                      | 135,201       |                   
|Non-operating expenses                                     | 212,990       | 4.6               
|Interest                                                   | 30,218        |                   
|Other                                                      | 182,772       |                   
|Income before Income Taxes                                 | 61,496        | 1.3               
|Income
		taxes                                             | 58,714        | 1.3               
|Minority
		interest in income of consolidated subsidiaries | 6,896         | 0.1               
|Equity
		in losses of affiliated companies                 | (20,444)      | (0.4)             
|Net loss                                                   | JPY (24,558)  | (0.5)             





---



CONDENSED CONSOLIDATED STATEMENT OF
	CASH FLOWS

(For the Period from April 1, 2002 to March
	31, 2003)

(In millions of yen)


|I.Cash flows from operating activities:                                            |             
|---------------------------------------------------------------------------------- | ------------
|Net loss                                                                           | JPY (24,558)
|Adjustments to reconcile
		net loss to net cash provided by operating activities - |             
|Depreciation                                                                       | 195,594     
|Equity
		in losses of affiliated companies, net of dividends                       | 22,006      
|Decrease
		in notes and accounts receivable                                        | 116,340     
|Decrease
		in inventories                                                          | 79,343      
|Decrease
		in notes and accounts payable                                           | (109,387)   
|Other,
		net                                                                       | (31,835)    
|Net cash provided by operating activities                                          | 247,503     
|II.Cash flows from investing activities:                                           |             
|Proceeds
		from sales of fixed assets                                              | 99,722      
|Additions
		to fixed assets                                                        | (210,261)   
|Proceeds
		from sales of marketable securities                                     | 71,919      
|Purchase
		of marketable securities                                                | (2,277)     
|Other,
		net                                                                       | 29,311      
|Net cash used in investing activities                                              | (11,586)    
|Free cash flows (I+II)                                                             | 235,917     
|III.Cash flows from financing activities                                           |             
|Net
		repayment of bonds and borrowings                                            | (272,448)   
|Dividends
		paid                                                                   | (7,291)     
|Other,
		net                                                                       | 16,990      
|Net cash used in financing activities                                              | (262,749)   
|Effect of exchange rate changes on cash and cash
		equivalents                     | (6,595)     
|Net decrease in cash and cash equivalents                                          | (33,427)    
|Cash and cash equivalents at the beginning of year                                 | 377,772     
|Cash and cash equivalents at the end of year                                       | JPY 344,345 

(Note) The consolidated financial statements of the Company
	are prepared in conformity with accounting principles generally accepted in
	the U.S.A.





---

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
|InterDigital Technology Corporation (U.S.A.)         | Receiving license of patents for digital mobile communications
		equipment
|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 
|Microsoft Licensing, Inc. (U.S.A.)                   | Receiving license of operating system for personal computers              

(6) Principal 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)                                                                 
|Sumitomo Mitsui Banking Corporation             | 22,291                | 22,048                                                                                
|The Development Bank of Japan                   | 20,100                | -                                                                                     
|Sumitomo Life Insurance Company                 | 18,555                | 53,000                                                                                
|The Sumitomo Trust and Banking Company, Limited | 17,677                | 20,354                                                                                
|The Bank of Tokyo-Mitsubishi, Limited           | 9,142                 | 6,130                                                                                 
|Mizuho Corporate Bank, Ltd.                     | 7,205                 | 9,370                                                                                 
|The Bank of Yokohama, Limited                   | 6,875                 | 4,409                                                                                 



(7) Directors and Corporate Auditors   1. Name, Position at the Company and Responsibility or Principal Occupation
	of Director 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 and Company
		President, NEC Solutions                                                                                                                                                                                                                                                                                                                                               
|Mineo Sugiyama   | *Senior Executive Vice President | Important matters on Corporate information technology,
		Quality administration, Environmental management, Production coordination,
		Purchasing, Advertising, Intellectual asset and Production engineering
		research, and Corporate business development (excluding Internet business
		development, Business development and Production engineering research),
		International sales promotion and Security trade control
|Shigeo Matsumoto | *Executive Vice President        | Important matters on Controller, Treasury (including
		investors relations), Legal, General affairs, Corporate communication,
		and tamagawa plant new building                                                                                                                                                                                                                                                              
|Yoshio Omori     | *Executive Vice President        | Corporate auditing, Corporate ethic, and Fair trades                                                                                                                                                                                                                                                                                                                                                                         
|Kaoru Yano       | *Executive Vice President        | Company President, NEC Networks                                                                                                                                                                                                                                                                                                                                                                                              
|Toshiro Kawamura | *Senior Vice President           | Company Deputy President, NEC Solutions                                                                                                                                                                                                                                                                                                                                                                                      
|Makoto Maruyama  | *Senior Vice President           | Human Resources, HR support and Health care center                                                                                                                                                                                                                                                                                                                                                                           
|Shunichi Suzuki  | *Senior Vice President           | Corporate strategic planning, Affiliated companies,
		China business development and Business development                                                                                                                                                                                                                                                                                                                    
|Tsutomu Nakamura | *Senior Vice President           | Company Deputy President, NEC Networks                                                                                                                                                                                                                                                                                                                                                                                       
|Toshio Morikawa  | Director                         | Counselor, 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)    |                                                                                                                                                                                                                                                                                                                                                                                                                              
|Koichi Yoshida   | Corporate Auditor                | Senior Advisor, Sumitomo Life Insurance Company                                                                                                                                                                                                                                                                                                                                                                              
|Tsuneo Kabe      | Corporate Auditor                | Attorney-at-law                                                                                                                                                                                                                                                                                                                                                                                                              

1. Asterisks (*) denote the directors who have been appointed
	  as corporate officers.
2. At the 164th Ordinary General Meeting of Shareholders
	  held on June 20, 2002, Messrs. Shunichi Suzuki, Tsutomu Nakamura and Akira
	  Uehara were elected to Directors.
3. Messrs. Toshio Morikawa and Koichi Kimura are outside
	  directors defined in Paragraph 2 (7)-2, Article 188 of the Commercial Code
	  of Japan.
4. Messrs. Koichi Yoshida and Tsuneo Kabe 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 names of Directors and Corporate Auditors who retired
	  during the Period, their positions at the time of their retirement and the
	  dates and reasons of their retirement are as follows:
	  Name
			Position at the time of retirement
			Date of retirement (reason)Masato Chiba
			Senior Executive Vice President
			June 20, 2002 (resignation)Eiichi Yoshikawa
			Executive Vice President
			June 20, 2002 (resignation)Kanji Sugihara
			Executive Vice President
			June 20, 2002 (resignation)Norio Saito
			Senior Vice President
			June 20, 2002 (expiration of term of office)Kaoru Tosaka
			Director
			March 28, 2003 (resignation)
6. On April 1, 2003, the following responsibilities were changed:
	  Name
		  Position
		  Responsibility or Principal Occupation after changeAkinobu Kanasugi
		  President
		  Management of execution of the businessMineo Sugiyama
		  Senior Executive Vice President
		  Laboratory, and Important matters on International
			sales promotion, Security trade control, Corporate information technology,
			CS promotion, Quality administration, Environmental promotion, Intellectual
			asset, Production promotion and PurchasingShigeo Matsumoto
		  Executive Vice President
		  Important matters on Controller, Treasury (including
			investor relations) and LegalKaoru Yano
		  Executive Vice President
		  Assistance of Network solutions business, and Product
			technical strategy and Network development researchToshiro Kawamura
		  Executive Vice President
		  Assistance of IT solutions business, and Solution
			development researchShunichi 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
			developmentTsutomu Nakamura
		  Senior Vice President
		  Mobile business, and China area of Network solutions



2. Remuneration paid to the Directors and the Corporate
	Auditors during the Period

|                   | Remuneration                      | Retirement Allowance
|------------------ | --------------------------------- | --------------------
|Number             | Total Amount (in millions of yen) | Number              
|Directors          | 19                                | 320                 
|Corporate Auditors | 4                                 | 60                  
|Total              | 23                                | 380                 



1. The number of the Directors includes four (4) Directors
	  retired on June 20, 2002 and one (1) Director resigned on March 28, 2003.
2. The maximum amount of the remuneration per month for the
	  Directors is 65 million  yen. (approved at the 153rd ordinary general meeting
	  of shareholders)
3. 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)
4. During the Period, no bonuses were paid to the Directors
	  or the Corporate Auditors.





---



BALANCE SHEET

(As of March 31, 2003)



|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                                    
|Investments
		in securities                              
|Investment
		in common stock of subsidiaries             
|Long-term
		loan receivable                              
|Allowance
		for doubtful accounts                        
|Prepaid
		pension and severance cost                     
|Long-term
		prepaid expenses                             
|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 payments (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 accumulated
		deficit                      
|<Net loss for the current
		period>                       
|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, 2002 to March
	31, 2003)

(In millions of yen)


|Account                                                                                                                                      | Amount        
|-------------------------------------------------------------------------------------------------------------------------------------------- | --------------
|Ordinary income and expenses                                                                                                                 |               
|Operating income and expenses                                                                                                                |               
|Sales                                                                                                                                        | JPY  2,781,436
|Operating
		expenses                                                                                                                         | 2,756,546     
|Cost
		of sales                                                                                                                              | 2,080,991     
|Selling,
		general and administrative expenses                                                                                               | 675,555       
|Operating
		Income                                                                                                                           | 24,890        
|Non-operating income and
		expenses                                                                                                          |               
|Non-operating
		income                                                                                                                       | 59,281        
|Interest
		and dividends received                                                                                                            | 50,906        
|Other
		non-operating income                                                                                                                 | 8,375         
|Non-operating
		expenses                                                                                                                     | 78,053        
|Interest                                                                                                                                     | 24,151        
|Other
		non-operating expenses                                                                                                               | 53,901        
|Ordinary income                                                                                                                              | 6,119         
|Extraordinary gains and losses                                                                                                               |               
|Extraordinary
		gains                                                                                                                        | 126,496       
|Gain
		on sales of investments in affiliates                                                                                                 | 80,374        
|Gain
		on sales of investments in securities                                                                                                 | 34,555        
|Gain
		on the return of governmental portion of defined benefit pension plans
		established under the Japanese Welfare Pension Insurance Law | 5,864         
|Gain
		on sales of fixed assets                                                                                                              | 5,702         
|Extraordinary
		losses                                                                                                                       | 159,379       
|Devaluation
		of investments in affiliates                                                                                                   | 102,824       
|Devaluation
		of investments in securities                                                                                                   | 34,927        
|Restructuring
		charge                                                                                                                       | 21,627        
|Loss before income taxes                                                                                                                     | (26,763)      
|Benefit for income taxes                                                                                                                     |               
|Current                                                                                                                                      | (2,513)       
|Deferred                                                                                                                                     | (9,332)       
|Net loss                                                                                                                                     | (14,917)      
|Retained
		earnings carried over from the previous period                                                                                    | 10,406        
|Unappropriated accumulated deficit                                                                                                           | JPY  (4,510)  



---



(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 changed to shareholders'
			  equity. Cost of sales for marketable securities are based on the
			  moving average cost.Non-marketable securities
			Moving average cost methodNet asset regulated in Item 6 of Paragraph 1, Article 290
		of the Commercial Code of Japan is 2,434 million yen. 
		(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
			Accumulated production cost methodMass-produced standard products
			First-in, first-out methodWork in process
			Custom-made products
			Accumulated production cost methodMass-produced standard products
			Average cost methodSemifinished components and raw materials
			First-in, first-out method
	  (2) Depreciation method for property, plant and equipment:
	  Declining balance method 
	  (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. 
                Accured / prepaid pension amd serverance 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. 
		----- Under the Defined Benefit Corporate Pension Law, the Company have
		received the approval of exemption from the obligation for benefits related
		to future employee service under the governmental portion from Japanese
		government. Accrued / prepaid pension cost related to the governmental
		portion and the plan assets to be returned are accounted for as extinguishment
		in accordance with transitional accounting treatment specified in Article
		47-2 of the "Practical Guidelines of Accounting for Retirement Benefits
		(Interim Report) " (Accounting Committee Report No.13 published from the
		Japanese Institute of Certified Public Accountants). 
		The effect of such return is 5,864 million yen included in Extraordinary
		gains. The amount of such return for the 165th period is 170,612 million yen.
		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. Allowance for doubtful accounts in investments and other
	  includes specific allowance of 36,024 million yen for long-term loans receivable
	  from affiliates.
4. Monetary receivable from subsidiaries:
	  Short-term
		  JPY 221,263 millionLong-term
		  JPY 107,897 million
5. Monetary payable to subsidiaries:
	  Short-term
		  JPY 552,069 millionLong-term
		  JPY 5,192 million
6. Significant assets in foreign currencies
	  Accounts receivables, trade
		  US$657,971 thousandInvestments in securities
		  US$188,480 thousandKRW103,000,467 thousandInvestments in subsidiaries
		  US$1,155,890 thousandEUR269,265 thousand£72,145 thousand
7. Guarantees for loan: JPY 139,016 million Obligations
	  similar to guarantees: JPY 3,416 million
8. Net loss per share: JPY (9.01)

(Notes to statement of operations)

1. Reported amounts are in millions of yen, and fractions
	  less than one million yen are discarded.
2. Transactions with subsidiaries:
	  Sales
		  JPY 553,591 millionPurchases
		  JPY 1,920,329 millionTransactions other than operation
		  JPY 30,803 million
3. Research and development expenses included in selling,
	  general and administrative expenses are 209,528 million yen.





---

Plan for disposition of
	income

(In yen)


|                                                         |                     
|-------------------------------------------------------- | --------------------
|Unappropriated accumulated deficit                       | JPY  (4,510,538,267)
|Reversal of reserve for loss on overseas investments     | 452,542,541         
|Reversal of reserve for development of computer programs | 3,430,358,980       
|Reversal of reserve for special depreciation             | 634,132,771         
|Reversal of reserve for advanced depreciation            | 11,790,876,286      
|                                                         |                     
|Total                                                    | 11,797,372,311      
|                                                         |                     
|To be appropriated as follows:                           |                     
|Reserve for development of computer programs             | 1,865,051,045       
|Reserve for special depreciation                         | 4,561,281           
|Reserve for advanced depreciation                        | 4,690,716           
|Unappropriated retained earnings to be carried forward   | JPY   9,923,069,269 
|                                                         |                     

(Notes) Provision and reversal of reserve for loss on overseas
	investments, reserve for development of computer programs, reserve for special
	depreciation and reserve for advanced depreciation are made in accordance
	with the Special Taxation Measures Law of Japan.





---



|Report of Independent
		  Auditors
		April 22, 2003
		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 plan for disposition
		  of income, and supplementary schedules (accounting matters only) for
		  the 165th business period, from April 1, 2002 to March 31, 2003, of
		  the Company pursuant to 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 plan for disposition of income 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 165th business
		  period from April 1, 2002 to March 31, 2003 and upon deliberation prepared
		  this report. We hereby report as follows:
		1. 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.
		2. 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 plan for
		  disposition of income. 
		  (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 23, 2003
		Corporate auditor (Full-time)
		  Tatsuo Sakairi (Seal) 
		  Corporate auditor (Full-time) Kanji Usui (Seal) 
		  Corporate auditor Koichi Yoshida (Seal) 
		  Corporate auditor Tsuneo Kabe (Seal)
		(Note) Messrs. Koichi Yoshida and Tsuneo Kabe 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: 1,638,674
2. Proposals for the matters to be voted upon and reference
	  matters relating to the proposals: Proposal No. 1:Approval of the Plan for Disposition of Income with
	  respect to the 165th Business Period 
	  The Plan for disposition of income with respect to the 165th Business Period
	  is shown in the documents attached to the Notice of the Ordinary General
	  Meeting of Shareholders for the 165th Business Period (at page 32). 
	  With a view to a need to continuously to implement 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. 
	  For this Period a net loss was posted due to extraordinary losses that were
	  accounted for by devaluation of investments in affiliated companies and
	  securities reflecting the weak stock market, and shareholders' equity decreased.
	  Under these circumstances, it is regrettably proposed that no year-end dividends
	  be paid. Accordingly, no dividend will be paid for the 165th Business Period.
	  
	  The bonuses for the Directors and the Corporate Auditors are not appropriated,
	  in view of the business results of the 165thBusiness Period.
	  Proposal No. 2:Partial Amendment to the Articles of Incorporation
	  
	  In order to enhance the Company's Internet Service "BIGLOBE", and 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.149 of 2001) and the "Law Amending the Commercial Code of Japan,
	  etc." (Law No. 44 of 2002) , the Articles of Incorporation of the Company
	  is proposed to be amended, in part, as follows. (Amendments proposed are
	  underlined.)
	  Current Text
		  Proposed Text
		  Reason for AmendmentArticle 2. (Object)
			The object of the Company is to carry on the following businesses:
			
			1. to 4. (Abridgement) 5. To contract for construction work;6. To engage in any and all activities requisite to the promotion,
			handling, and carrying out of the businesses mentioned in any of the
			preceding items; and 7. To invest in businesses mentioned in any of the preceding items
			which businesses are under the administration of others.
		  Article 2. (Object) 
			The object of the Company is to carry on the following businesses:
			
			1. to 4. (No change will be made in text.) 5. To provide mail order, money collection, travel agency,
			non-life insurance agency, life insurance agency, broadcasting, and
			security services by means of the Internet and other networks;
			6. To contract for construction work; 7. To engage in any and all activities requisite to the promotion,
			handling, and carrying out of the businesses mentioned in any of the
			preceding items; and 8. To invest in businesses mentioned in any of the preceding items
			which businesses are under the administration of others.
		  In order to enhance the Company's Internet Service
			"BIGLOBE", it is proposed that a new business utilizing the Internet
			and other network infrastructure be added as Item 5 of Article 2,
			and that the current Items 5 to 7 to be renumbered as Items 6 to 8.New Provision
		  Article7. (Purchase by a Shareholder of
			Shares Less Than One Unit) A shareholder (including a beneficial shareholder; hereinafter the
			same interpretation being applicable) who has shares less than one
			unit may request the Company to sell to him/her such number of shares
			as, together with the shares less than one unit held by him/her, would
			constitute one unit of shares.
		  This Article is proposed to be established as the
			Company will adopt the system introduced by the Law Amending the Commercial
			Code of Japan, etc. (Law No. 44 of 2002), which the Company gives
			the right to shareholders having shares less than one unit to purchase
			shares from the Company.Article 7.(Handling Regulations of Shares,
			etc.) 
			1. The denominations of share certificates, entry of a change in the
			name of shareholder, registration of the creation of a pledge, manifestation
			of a trust, purchase of shares less than one unit, reissuance of a
			share certificate, and any other procedures relating to shares as
			well as fees therefor, shall be governed by the Share Handling Regulations
			established by the Board of Directors. 
			2. (Abridgement)
		  Article 8.(Handling Regulations of Shares,
			etc.) 
			1. The denominations of share certificates, entry of a change in the
			name of a shareholder, registration of the creation of a pledge, manifestation
			of a trust, purchase and sale of shares less than one unit,
			reissuance of a share certificate, and any other procedures relating
			to shares as well as fees therefor, shall be governed by the Share
			Handling Regulations established by the Board of Directors. 
			2. (No change will be made in text.)
		  This Article is proposed to be amended to reflect
			the addition of the new Article 7 and to be renumbered as Article
			8.
	  
	  Current Text
		  Proposed Text
		  Reason for AmendmentArticle 8. (Transfer Agent) 
			1. The Company shall appoint a Transfer Agent for Shares.
			2. The Transfer Agent and its office shall be designated by a resolution
			of the Board of Directors, and a public notice shall be given with
			regard thereto. 
			3. The Register of Shareholders (including the Register of Beneficial
			Shareholders; hereinafter the same interpretation being applicable)
			of the Company shall be kept at the office of the Transfer Agent,
			and the Transfer Agent shall handle the entry of a change in the name
			of a shareholder, purchase of shares less than one unit and any other
			business relating to shares, no such businesses being handled by the
			Company.
		  Article 9. (Transfer Agent) 
			1. The Company shall appoint a Transfer Agent for Shares. 
			2. The Transfer Agent and its office shall be designated by a resolution
			of the Board of Directors, and a public notice shall be given with
			regard thereto. 
			3. The Register of Shareholders (including the Register of Beneficial
			Shareholders; hereinafter the same interpretation being applicable)
			and the Register of Lost Share Certificates of the Company
			shall be kept at the office of the Transfer Agent, and the Transfer
			Agent shall handle the entry of a change in the name of a shareholder,
			purchase and sale of shares less than one unit and any other
			business relating to shares, no such businesses being handled by the
			Company.
		  This Article is proposed to be amended as the Law
			Amending the Commercial Code of Japan, etc. (Law No. 44 of 2002)
			introduced a new system for invalidating share certificates, and to
			be renumbered as Article 9.Article 9.(Record Date) 
			1. The shareholders (including beneficial shareholders; hereinafter
			the same interpretation being applicable) record in the last Register
			of Shareholders as of the last day of each business period shall be
			deemed the shareholders entitled to exercise the rights of shareholders
			at the ordinary general meeting of shareholders for that business
			period. 
			2. (Abridgement)
		  Article 10. (Record Date) 1. The shareholders
			recorded in the last Register of Shareholders as of the last day of
			each business period shall be deemed the shareholders entitled to
			exercise the rights of shareholders at the ordinary general meeting
			of shareholders for that business period. 2. (No change will be made
			in text.)
		  This Article is proposed to be amended to reflect
			the addition of the new Article 7 and to be renumbered as Article
			10.Article 10 to Article 11 (Abridgement)
		  Article 11 to Article 12 (No change
			will be made in text.)
		  These Articles are proposed to be renumbered due
			to the addition of the new Article 7.Article 12. (Requirements for Ordinary
			Resolution) 
			The ordinary resolution of general meetings of shareholders shall
			be passed by a majority of votes of shareholders present.
		  Article 13. (Requirements for Resolution)
			1. The ordinary resolution of general meetings of shareholders
			shall be passed by a majority of votes of shareholders present. 2. The resolution of general meetings of shareholders provided
			for in Paragraph 1, Article 343 of the Commercial Code of Japan shall
			be passed by not less than two-thirds of votes of shareholders present
			at a general meeting at which shareholders having not less than one-third
			of the total number of voting rights of all shareholders are present.
		  The new paragraph is proposed to be added to this
			Article as the Law Amending the Commercial Code of Japan, etc. (Law
			No. 44 of 2002) now permits, when so provided in the Articles of Incorporation,
			the Company to reduce the quorum of special resolutions to one-third
			of voting rights of all shareholders. It is also proposed that this
			Article be renumbered as Article 13.Article 13 to Article 16 (Abridgement)
		  Article 14 to Article 17 (No change
			will be made in text.)
		  These Articles are proposed to be renumbered as
			Article 14 through Article 17, due to the addition of the new Article
			7.
	  
	  Current Text
		  Proposed Text
		  Reason for AmendmentArticle 17. (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
			of the last business period taking place within two years following
			his/her assumption of office.
		  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
			of the last business period taking place within two years following
			his/her assumption of office.
		  This Article is proposed to be amended in its expression
			(without change in the meaning) and to be renumbered as Article 18.Article 18 to Article 21 (Abridgement)
		  Article 19 to Article 22 (No change
			will be made in text.)
		  These Articles are proposed to be renumbered as
			Article 19 through Article 22, due to the addition of the new Article
			7.Article 22. (Counselor) The Company may appoint one or more Counselors by a resolution of
			the Board of Directors.
		  Deleted
		  This Article is proposed to be deleted as the Company
			abolishes the counselor system.Article 25. (Term of Office)
			The term of office of a Corporate Auditor shall expire at the conclusion
			of the ordinary meeting of shareholders to settle the accounts for
			the last business period taking place within three years following
			his/her assumption of office.
		  Article 25. (Term of Office) 
			The term of office of a Corporate Auditor shall expire at the conclusion
			of the ordinary meeting of shareholders to settle the accounts for
			the last business period taking place within four years following
			his/her assumption of office.
		  This Article is proposed to be amended to reflect
			that the term of office of corporate auditors was extended from three
			years to four years by the Law Amending the Commercial Code and Law
			for Special Exceptions to the Commercial Code Concerning Audit, etc.
			of Kabushiki-Kaisha (Law No.149 of 2001) and to be amended in its
			expression (without change in the meaning).Supplementary Provision 
			  New Provision
		  Supplementary Provision Article 2. Notwithstanding the provision of Article 25, the term of office of
			the 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 established to reflect
			the transition provision regarding the extension of the term of office
			of corporate auditors provided in Article 7 of Supplementary Provisions
			of the Law Amending the Commercial Code and Law for Special Exceptions
			to the Commercial Code Concerning Audit, etc. of Kabushiki-Kaisha
			(Law No.149 of 2001).
	  
	  Proposal No. 3:Election of Nine Directors
	  
	  As of March 28, 2003, Mr. Kaoru Tosaka resigned as Director, and upon the
	  close of this General Meeting, the term of office as Director held by the
	  following eight Directors: Messrs. Akinobu Kanasugi, Mineo Sugiyama, Shigeo
	  Matsumoto, Yoshio Omori, Kaoru Yano, Toshiro Kawamura, Makoto Maruyama and
	  Koichi Kimura, will expire. 
	  It is proposed that nine 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 HeldAkinobu Kanasugi(April 17, 1941)
		  July 1967
		  Joined the Company
		  18,639June 1995
		  Elected to the Board of Directors, Associate
			Senior Vice PresidentJune 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
		  PresidentApril 2003
		  Relieved of Company President of NEC
			Solutions (to the present)Mineo Sugiyama(July 22, 1939)


		  April 1962
		  Joined the Company
		  13,000June 1991
		  Elected to the Board of Directors, Associate
			Senior Vice PresidentJune 1996
		  Senior Vice PresidentJune 1998
		  Executive Vice PresidentApril 2000
		  Company President of NEC Networks, Executive
			Vice President and Member of the BoardJune 2000
		  Company President of NEC Networks, Senior
			Executive Vice President and Member of the BoardApril 2002
		  Relieved of Company President of NEC
			Networks (to the present)
	  Name (Date of Birth)
		  Brief Record of Occupation
			and Representative Status in Other Companies
		  Number of the Company's Shares
			HeldShigeo Matsumoto(December 29, 1940)
		  April 1963
		  Joined the Company
		  15,591July 1990
		  General Manager, 1st Controller DivisionJune 1991
		  Elected to the Board of Directors, Associate
			Senior Vice PresidentJune 1996
		  Senior Vice PresidentJune 1999
		  Executive Vice PresidentApril 2000
		  Executive Vice President and Member
			of the Board (to the present)Yoshio Omori(December 22, 1939)
		  April 1963
		  Joined the National Police Agency
		  7,000February 1985
		  Chief of Tottori Prefectural Police
			HeadquartersApril 1989
		  Director General of Public Security
			Bureau, Tokyo Metropolitan Police DepartmentSeptember 1992
		  President of National Police AcademyMarch 1993
		  Director General of Cabinet Information
			Research OfficeApril 1997
		  Resigned as Director General of Cabinet
			Information Research OfficeApril 1997
		  Advisor of the CompanyJune 1997
		  Elected to the Board of Directors of
			the Company, Senior Vice PresidentApril 2000
		  Senior Vice President and Member of
			the BoardOctober 2002
		  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
			HeldKaoru Yano(February 23, 1944)
		  April 1966
		  Joined the Company
		  9,000June 1994
		  Executive General Manager, Transmission
			Operations UnitJune 1995
		  Elected to the Board of Directors, Associate
			Senior Vice PresidentJune 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)Toshiro Kawamura(July 7, 1942)
		  April 1965
		  Joined the Company
		  8,637July 1995
		  Executive General Manager, 3rd C&C
			Systems Operations UnitJune 1996
		  Elected to the Board of Directors, Associate
			Senior Vice PresidentApril 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)Makoto Maruyama(March 22, 1941)
		  April 1964
		  Joined the Company
		  6,100June 1990
		  General Manager, Human Resources Development
			DivisionJuly 1993
		  Vice PresidentApril 2000
		  Associate Senior Vice PresidentJune 2001
		  Senior 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
			HeldKoichi 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)Kazumasa Fujie(July 18, 1944)
		  April 1967
		  Joined the Company
		  5,000July 1994
		  General Manager of Government and Public
			Sector Planning DivisionJune 1998
		  Elected to the Board of Directors, Associate
			Senior Vice PresidentApril 2000
		  Resigned as Director, Senior Vice PresidentApril 2002
		  Company Deputy President of NEC Networks
			and Senior Vice PresidentApril 2003
		  Relieved of Company Deputy President
			of NEC Networks (to the present)(Note) Mr. Koichi Kimura is a candidate for outside director
	  provided in Paragraph 2 (7)-2, Article 188 of the Commercial Code of Japan.
	  Proposal No.4: Election of Two
	  Corporate Auditors 
	  Upon the close of this General Meeting, the term of office as Corporate
	  Auditor held by Messrs. Tatsuo Sakairi and Koichi Yoshida will expire. It
	  is proposed that two Corporate Auditors be elected. The term of office will
	  commnece after the close of this General Meeting. 
	  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 HeldTatsuo Sakairi (October 15, 1937)
		  April 1960
		  Joined the Company
		  10,000June 1989
		  Elected to the Board of Directors, Associate
			Senior Vice PresidentJune 1992
		  Senior Vice PresidentJune 1994
		  Executive Vice PresidentJune 1998
		  Senior Executive Vice PresidentApril 2000
		  Resigned as Director, Executive AdvisorJune 2000
		  Corporate Auditor (to the present)Shinichi Yokoyama 
			(September 10, 1942)
		  April 1966
		  Joined Sumitomo Life Insurance Company
		  0July 1992
		  Elected to the Board of Directors, DirectorApril 1995
		  Managing DirectorJuly 1998
		  Senior Managing DirectorApril 2000
		  Deputy PresidentJune 2001
		  PresidentApril 2002
		  Chief Executive Officer and President
			(to the present)Representative Status in
			Other Companies: President and Chief Executive Officer of Sumitomo
			Life Insurance Company(Notes) Mr. Shinichi Yokoyama is a candidate for outside
		corporate auditor provided in Paragraph 1, Article 18 of Law For Special
		Exceptions to the Commercial Code Concerning Audit, etc. of Kabushiki-Kaisha.
	  
	  Proposal No.5: Issue 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 ShareholdersWith 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 and number of the Rights which
	  will be allottedThe Company will allot to each of the following persons
	  (the "Holder(s)"), who will be in office on the day of issue of the Rights,
	  the number of the Rights shown in the table below. (Table) Number of the
	  Rights for the Holders
	  (a) Directors
		Chairman of the Board
			10Vice Chairman of the Board
			10President
			10Senior Executive Vice President
			8Executive Vice President
			6Senior Vice President
			4Director
			3(b) Corporate Officers
		Executive Vice President
			4Senior Vice President
			3Associate Senior Vice President
			2(c) Employees having important responsibilities equivalent to those of
		Associate Senior Vice President : 2 
		(d) Executive General Manager and employees having important responsibilities
		equivalent to those of Executive General Managers : 2 
		(e) Full-time chairman and 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 : 1
	  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 pursuant to 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, 2005 to June
	  30, 2009
	  (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, 2009). Furthermore, if a Holder loses such position on or before
		June 30, 2005, such Holder may, nevertheless, exercise its Rights for
		a period of one year from July 1, 2005.
		(b) Successors or heirs of the Holders shall not exercise the Rights.
		
		(c) The exercise of the Rights, in part, shall not be permitted.
	  (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 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 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 Retired Director and Retiring Corporate Auditor 
	  As of March 28, 2003, Mr. Kaoru Tosaka resigned as Director, and upon the
	  close of this General Meeting, the term of office of Mr. Koichi Yoshida
	  as Corporate Auditor will expire. 
	  It is proposed that retirement allowances to the above mentioned retired
	  Director and 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 retired Director 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 retired Director
	  and retiring Corporate Auditor are as follows:
	  Name
		  Brief Record of OccupationKaoru Tosaka
		  June 1994
		  Elected to the Board of DirectorsJune 1998
		  Senior Vice PresidentApril 2000
		  Senior Vice President and Member of the BoardOctober 2002
		  Executive Vice President and Member of the BoardNovember 2002
		  Relieved of Executive Vice PresidentMarch 2003
		  Resigned as DirectorKoichi Yoshida
		  June 2000
		  Corporate Auditor (to the present)
3. Akinobu Kanasugi
4. Mineo Sugiyama
5. Shigeo Matsumoto
6. Yoshio Omori
7. Kaoru Yano
8. Toshiro Kawamura
9. Makoto Maruyama
10. Koichi Kimura
11. Kazumasa Fujie