FORM
6-K

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D. C. 20549




---

REPORT
OF FOREIGN PRIVATE ISSUER

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

For
the month of June 2003

Commission
File Number: 000-12713




---

NEC
CORPORATION

(Translation
of registrant's name into English)




---

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

(Address
of principal executive offices)




---




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

Yes  [     ]      No [ X ]



---

SIGNATURE



NEC
CORPORATION(Registrant)By:


/S/
    FUJIO OKADAFujio Okada
General Manager, Legal Divison




---












---





June
16, 2003



NEC
Corporation's intended Japanese offering of NEC Electronics
Corporation shares owned by NEC Corporation in conjunction with the
listing of NEC Electronics Corporation on the
Tokyo Stock Exchange



On
June 16, 2003, the Tokyo Stock Exchange approved the application for
listing of the shares of NEC Electronics Corporation (profile as
below), a subsidiary of NEC Corporation, on the Tokyo Stock Exchange.



NEC
Corporation intends to offer to sell a portion of the NEC
Electronics Corporation shares owned by NEC Corporation and we hereby
inform you of the outline of the intended offering within Japan as
follows:



Description



1.
Summary of Intended Offering

|(1) Selling Shareholder            | NEC Corporation                            
|---------------------------------- | -------------------------------------------
|(2) Shares to be Offered           | Common stock of NEC Electronics Corporation
|(3) Number of Shares to be Offered | 10,500,000                                 
|(4) Offering Price                 | To be determined                           

In
addition to the above offering, the representative of the Japanese
underwriters may over-allot up to an additional 3,000,000 shares of
NEC Electronics Corporation's common stock, which will be lent
to the representative of the Japanese underwriters by NEC
Corporation. In connection with the offering of the over-allotted
shares, NEC Corporation will grant the representative of the
Japanese underwriters the right option to purchase up
to an aggregate of 3,000,000 additional shares of NEC Electronics
Corporation's common stock (Over-allotment
Option).

2.
Others

At
its board meeting held today, NEC Electronics Corporation decided to
issue 23,500,000 new shares in conjunction with the listing.



|Not to be circulated in the United States. This material is not an offer of securities
for sale in the United States. The securities described in this material may not be offered or sold in
the United States absent registration or an exemption from registration.
Public offerings of securities made in the United States must be made by means of a prospectus that
contains detailed information about the company and management, as well as financial statements.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---



Attachment





Profile
of NEC Electronics Corporation



|1. Company Name                | NEC Electronics Corporation                                                                                        
|------------------------------ | -------------------------------------------------------------------------------------------------------------------
|2. Location of the Head Office | 1753, Shimonumabe, Nakahara-ku, Kawasaki, Kanagawa,
			211-8666, Japan                                             
|3. Establishment               | November 1, 2002                                                                                                   
|4. President                   | Kaoru Tosaka                                                                                                       
|5. Capital                     | 50 billion yen                                                                                                     
|6. Business                    | Research and development, manufacturing, sales and
			services of semiconductors (except for general-purpose DRAMs)
|7. Number of Employees         | Approximately 24,000 (Japan – 19,000, Overseas –
			5,000)                                                         

***







|Not to be circulated in the United States.  This material is not an offer of securities
for sale in the United States. The securities described in this material may not be offered or sold in
the United States absent registration or an exemption from registration.
Public offerings of securities made in the United States must be made by means of a prospectus that
contains detailed information about the company and management, as well as financial statements.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

Contacts:
Diane Foley
Corporate Communication Division
NEC Corporation
TEL: +81-3-3798-6511